Superior Bid definition

Superior Bid has the meaning set forth in Section 6.4(d).
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Superior Bid has the meaning set forth in Section 10.1(b)(ii).
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Superior Bid means any unsolicited bona fide written offer made by a third party to consummate a proposal for a sale, spin-off or other disposition or similar transaction involving the Evamist Business and all or substantially all of the Purchased Assets on terms that the board of directors of the Seller determines in good faith, after consultation with its outside counsel and financial advisor, and after taking into account the purchase price and other terms and conditions of such proposal, the legal and regulatory aspects of such proposal and the Person making such proposal, (i) to be more favorable to the Seller’s stockholders than the transactions contemplated by this Agreement and (ii) is likely to be consummated on its terms in a timely manner.
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Examples of Superior Bid in a sentence

  • Synthesis and cha U D F W H U L- lactam derivatives from azo sulphadiazine and its biological evaluation as anticancer.

  • Seller reserves the right to accept a Bid or Bids which contain a purchase price which is less than the Purchase Price set forth in this Agreement but which, in Seller's sole discretion, otherwise constitutes a Superior Bid.

  • If Seller, after consultation with its creditor constituencies, determines that a Qualifying Bid (or Bids) (which is not Purchaser's Bid) is the Superior Bid and subsequently consummates an agreement with respect thereto, Purchaser will receive a break-up fee equal to 2.5% of the Purchase Price (the "BREAKUP FEE").

  • Any acceptance of a Superior Bid hereunder will not be a breach of fiduciary duties so long as such Superior Bid is a Qualifying Offer (and in no event if the Winning Bid is from Bayer or one of its Affiliates) and no rejection of a Superior Bid hereunder will be a breach of fiduciary duties if such Superior Bid is not a Qualifying Offer.

  • Sellers reserve the right to accept a Bid or Bids which contain a purchase price that is less than the Total Consideration set forth in this Agreement but which, in Sellers' sole discretion, otherwise constitutes a Superior Bid.

  • Notwithstanding the foregoing, there will be no Superior Bid if Bayer does not provide a Revised FMV Bid during the FMV Bid Period or the Revised FMV Bid does not satisfy the Required FMV Terms, in which case the Applicable Directors will terminate the Bidding Process and the Board will determine appropriate next steps with respect to such Product, which will be to further research, develop and commercialize the applicable Product (unless otherwise agreed by the Board with the Requisite Approval).

  • Upon receipt of all Qualifying Offers or on the expiration of the submission time for the Bidding Process (the “Submission Date”), the Applicable Directors will evaluate the Qualifying Offers and determine which is the Superior Bid and the Winning Bid, if any.

  • The Superior Bid will be: (i) such Qualifying Offer if the Company does not seek a Third Party Valuation or the QOFMV is determined to be higher than the FMV; or (ii) the Revised FMV Bid if it satisfies the Required FMV Terms.

  • Subject to certain conditions, the Exclusivity Letter provided that the Company had the right to terminate negotiations with Parent in the event that the Company received an unsolicited proposal for the acquisition of the Company from another party which in the opinion of the Company's financial advisors was, or was reasonably likely to lead to, a proposal that was more favorable to the Company's stockholders than Parent's proposal (a "Superior Bid").

  • The trend of experimental data is linear for about the first 80% of life, while afterwards the increase is more than proportional.


More Definitions of Superior Bid

Superior Bid has the meaning set forth in SECTION 9.2(B).
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Superior Bid means the Bid for a Company Product that provides the most advantageous terms to the Company as determined by the Applicable Managers.
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Superior Bid means a Successful Bid by a Successful Bidder that the boards of directors (or similar governing bodies) of Sellers has determined in the exercise of their fiduciary duties is superior from a financial point of view to the bid represented by this Agreement (taking into account any Liabilities to be assumed in connection with such bid), which determination shall take into account, among other considerations, whether such
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Superior Bid. See SCHEDULE 1.3(A);
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Superior Bid means the Bid for a Product that provides the most advantageous terms to the Company as determined by the Applicable Directors.
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Superior Bid means any unsolicited bona fide written offer made by a third party to consummate a proposal for a sale, spin-off or other disposition or similar transaction involving the Evamist Business and all or substantially all of the Purchased Assets on terms that the board of directors of the Seller determines in good faith, after consultation with its outside counsel and financial advisor, and after taking into account the purchase price and other terms and conditions of such proposal, the legal and regulatory aspects of such proposal and the Person making such proposal, (i) to be more favorable to the Seller's stockholders than the transactions contemplated by this Agreement and (ii) is likely to be consummated on its terms in a timely manner.
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Related to Superior Bid

  • BC Bid means the BC Bid website located at www.bcbid.ca;

  • Proposal / Bid means the technical proposal and the commercial/financial proposal.

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.

  • Buy Bid means a bid to buy Capacity Resources in any Incremental Auction.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Takeover Bid means a "take-over bid" as defined in the ASA pursuant to which the "offeror" would as a result of such takeover bid, if successful, beneficially own, directly or indirectly, in excess of 50% of the Outstanding Securities;

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • TENDER or BID means the offer (Technical and/or Financial) made by individual, firm, Company, corporation, or Consortium for the execution of the works.

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Tenderer/Bidder means the firm or Company (hereinafter called Tenderer/ Bidder) who duly submits the tender after accepting all the terms & conditions of the tender document.

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Change Proposal means a proposal for a Change Order submitted by the Design/Builder to the Owner, either at the request of the Owner, or at the Design/Builder's own initiative.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Take-over Bid means an Offer to Acquire Voting Shares or Convertible Securities, if, assuming that the Voting Shares or Convertible Securities subject to the Offer to Acquire are acquired and are Beneficially Owned at the date of such Offer to Acquire by the Person making such Offer to Acquire, the Voting Shares Beneficially Owned by the Person making the Offer to Acquire would constitute in the aggregate 20% or more of the outstanding Voting Shares at the date of the Offer to Acquire;

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • Price Proposal means the price offer included in the Proposal submitted by a Proposer as set forth on the forms requested in Exhibit C-2 of the ITP.

  • Project Proposal has the meaning set forth in Section 2.2(b).

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

  • Bidder/Bidding Company means Bidding Company submitting the Bid. Any reference to the Bidder includes Bidding Company/ including its successors, executors and permitted assigns as the context may require”.