Superior Competing Offer definition

Superior Competing Offer means a bona fide Competing Offer that the Independent Directors (as defined below), acting in good faith, determine is of a higher financial value and more favourable to the Shareholders taking into account all aspects of such Competing Offer (including its conditions) than the Scheme or if the Switch Option is exercised by the Offeror, such final offer made by the Offeror. 4.7 Composite Document. Further information on the Scheme and the terms and conditions upon which the Scheme will be implemented by the Company and the Offeror, as well as the terms and conditions of the DIS, will be set out in a composite document to be issued by the Company to Shareholders containing, inter alia, details of the Scheme and the DIS (the “Composite Document”). 4.8 Delisting. Upon the Scheme becoming effective and binding, the Company will become a wholly-owned subsidiary of the Offeror and will, subject to the approval of the SGX-ST, be delisted from the Mainboard of the SGX-ST. 5. DIS 5.1 Proposed Terms of the DIS 5.1.1 Method of Distribution. The DIS will be effected by way of a special dividend of such number of SPH REIT Units which will result in the Eligible Shareholders receiving 0.782 SPH REIT Units per Share. The DIS will be subject to the satisfaction and/or waiver of all of the Scheme Conditions (other than the lodgement of the Scheme Court Order). Pursuant to the DIS, the SPH REIT Units will be distributed to the Eligible Shareholders based on their respective shareholdings in the Company as at the Record Date. 5.1.2 Eligible Shareholders. Eligible Shareholders, being Shareholders who hold Shares as at the Record Date, will be entitled to the DIS.5.1.3 Effects of the DIS. On completion of the DIS, the Company will have distributed to Eligible Shareholders such number of SPH REIT Units which will result in the Company retaining an approximately 20 per cent. interest in all the issued and outstanding units in SPH REIT. Pursuant to the terms of the Scheme, the Acquisition will be completed after the completion of the DIS, following which the Company will become a wholly-owned subsidiary of the Offeror and be delisted from the SGX-ST. 5.1.4 No Payment Required from Eligible Shareholders. No payment will be required from Eligible Shareholders for the Relevant SPH REIT Units to be received from the DIS. The SPH REIT Units will be distributed free of encumbrances and together with all rights attaching thereto on and from the date the DIS is completed. 6. FINANCIAL A...
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Superior Competing Offer has the meaning set forth in Section 7.5(a).
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Superior Competing Offer means a bona fide Competing Offer that the Independent Directors (as defined below), acting in good faith, determine is of a higher financial value and more favourable to the Shareholders taking into account all aspects of such Competing Offer (including its conditions) than the Scheme or if the Switch Option is exercised by the Offeror, such final offer made by the Offeror.
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Examples of Superior Competing Offer in a sentence

  • Subject to the IFA’s opinion and in the absence of a Superior Competing Offer, the preliminary recommendation of the Independent Directors of SPH is that SPH shareholders VOTE AGAINST the Keppel Scheme and VOTE IN FAVOUR OF the Cuscaden Scheme.

  • Subject to the opinions of the Independent Financial Advisor to be issued in the composite document in relation to the Keppel Scheme and the Composite Document, and in the absence of a Superior Competing Offer.

  • The undertaking is subject to the fiduciary duties of the Board of Directors and its obligations arising out of statutory laws, rules and regulations and shall not prevent the Board of Directors from providing information and engaging in non-binding discussions in respect of any unsolicited approach concerning a bona fide potential Superior Competing Offer.

  • For avoidance of any doubt and to avert any alternative inference, if the Cuscaden Scheme is successful as a Superior Competing Offer and the Break Fee is payable by the Company, since Cuscaden will own 100% of SPH, the Break Fee will in turn at that stage be indirectly borne by Cuscaden.

  • The Restricted Director Shareholders and the Restricted Manager Shareholders have retained their statutory right of withdrawal pursuant to section 26(3) of the Takeover Order in the event that that a Superior Competing Offer is made to all Shareholders.

  • Subject to IFA’s opinion to be issued in the composite document in relation to the Keppel Scheme and the composite document in relation to the Cuscaden Scheme, and in the absence of a Superior Competing Offer, SPH Independent Directors preliminarily recommend to the Shareholders to vote against the Keppel Scheme at the scheme meeting in relation to the Keppel Scheme, and to vote in favour of the Cuscaden Scheme at the Cuscaden Scheme Meeting.

  • See Section 4.5 "Procedures for accepting the Offer".Amendments to the Offer ........Subject to approval by the Oslo Stock Exchange, the Offeror reserves the right to amend the Offer, including the Offer Price, in its sole discretion at any time during the Offer Period (in addition to in any Superior Competing Offer situation (cf.

  • Subject to the opinions of the IFA to be issued in the Cuscaden Composite Document and the composite document in relation to the Keppel Scheme (“Keppel Composite Document”), and in the absence of a further Superior Competing Offer, the Independent Directors continue to preliminarily recommend to the Shareholders to vote (i) IN FAVOUR OF the Cuscaden Scheme at the Cuscaden Scheme Meeting; and (ii) AGAINST the Keppel Scheme at the Keppel Scheme Meeting.

  • The Purchaser has the right to provide a matching or superior proposal ("Matching Offer") to the price offered by a third party pursuant to an actual, proposed or potential Superior Competing Offer ("Competing Transaction") and the Company shall be bound to sell all the shares in mm Connect and Cinema Business to the Purchaser on the terms of the Matching Offer.

  • A bank can grow if the human capital management which is referred to as talent management is utilized in the right proportion to the benefit of the bank.


More Definitions of Superior Competing Offer

Superior Competing Offer means a bona fide Competing Offer (as defined below) that the Independent Directors (as defined below), acting in good faith, determine is of a higher financial value and more favourable to the Shareholders taking into account all aspects of such Competing Offer (as defined below) (including its conditions) than the Cuscaden Scheme or if the Switch Option (as defined below) is exercised by the Offeror, such final offer made by the Offeror.
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Superior Competing Offer means a bona fide offer or proposal which, if and when announced, would be a Competing Offer which the Board resolves (acting reasonably and in good faith and having received advice from its independent, external advisers to support such resolution):
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Superior Competing Offer means a general offer made pursuant to the Code for all the Company Shares and any further revisions to such offer (i) which is in cash and where the consideration per Company Share at the time the firm intention to make such general offer is publicly announced is more than 115 per cent. of the value of the consideration per Company Share available under the Scheme (or in the case where the Acquiror has exercised the Switch Option, the consideration per Company Share available under the Offer) at that time and (ii) which is only conditional upon an acceptance condition set at more than 50 per cent. of the Company Shares and is not conditional on a higher level of acceptances or any other conditions.
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Superior Competing Offer means a bona fide unsolicited offer (whether made by way of a general offer including a pre-conditional general offer, or a scheme of arrangement) for all the Shares, which NTUC Enterprise, acting in good faith, determines is of a higher financial value than the Offer;
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Related to Superior Competing Offer

  • Competing Offer means a Tender Offer for Units which (i) is Commenced prior to the expiration of the Offer by a Person that is not an Affiliate (or in the case of Waltxx Xxxeet, as to its Associates only) of any Partner and (ii) has a cash purchase price per Unit that is at least 2% (10% with respect to the first Competing Offer made following the Offer by the Partnership)

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

  • Superior Offer means 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.

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

  • Competitive integrated employment means work (including self-employment) that is performed on a full-time or part-time basis:

  • Substantial and Compelling Reason in the Public Interest means a reason that is justified by an important, specific, and articulated public interest goal that is within ICANN's mission and consistent with a balanced application of ICANN's core values as defined in ICANN's Bylaws.

  • Restricted Territory means the United States of America.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.