Superior Competing Transaction definition
Superior Competing Transaction means a bona fide, unsolicited written proposal or offer made by a Third Party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, more than 50% of the voting power of the capital stock of the Company then outstanding or all or substantially all of the assets of the Company on terms the Company Board of Directors determines in good faith (after consulting the Company's outside legal counsel and financial advisor), taking into account, among other things, all legal, financial, regulatory, timing and other aspects of the offer and the Third Party making the offer, are more favorable from a financial point of view to the Company Stockholders than the Merger and the other transactions contemplated by this Agreement, and is reasonably capable of being consummated.
Superior Competing Transaction has the meaning set forth in Section 5.4(a).
Superior Competing Transaction means any of the following involving Seller or any Seller Subsidiary: any proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of Seller Common Stock then outstanding or all or substantially all of the assets of Seller, and otherwise on terms which the Board of Directors of Seller determines in its good faith judgment (after consultation with its outside counsel and financial advisor) to be more favorable to its stockholders than the Mergers and for which financing, to the extent required, is then committed or which if not committed is, in the good faith judgment of its Board of Directors, reasonably capable of being obtained by such third party.
Examples of Superior Competing Transaction in a sentence
The Company agrees to notify Parent immediately if the Company Board of Directors determines that a Competing Transaction is not a Superior Competing Transaction.
Cabot agrees to promptly notify CalWest if the Cabot Board of Trustees determines that a Competing Transaction is not a Superior Competing Transaction.
The Company shall have no obligation to update Parent unless and until (y) such offer, proposal or inquiry is withdrawn or (z) the Company Board of Directors determines that such Competing Transaction is a Superior Competing Transaction, at which point the Company will follow the procedures set forth in Section 6.4(c).
Weeks shall not redeem the Rights issued under the Rights Agreement, or terminate the Rights Agreement, prior to the Effective Time (other than in accordance with the preceding sentence) unless required to do so by a court of competent jurisdiction; provided, however, that Weeks may take any of the foregoing actions if the Board of Directors of Weeks shall have accepted a proposal for a Superior Competing Transaction in accordance with the terms of Section 7.1.
Nothing in this Section 5.6 shall prevent the AMLI Board of Trustees from complying with Rule 14e-2(a) promulgated under the Exchange Act with respect to a Competing Transaction; provided, however, that neither AMLI nor the AMLI Board of Trustees shall be permitted to recommend pursuant to such provision a Competing Transaction which is not a Superior Competing Transaction.
More Definitions of Superior Competing Transaction
Superior Competing Transaction means a bona fide, written proposal or offer for a Competing Transaction by a Third Party, which the Company Board of Directors determines in good faith (after consulting the Independent Advisor and independent legal counsel) (i) would result in such Third Party owning, directly or indirectly, all or substantially all of the Company Common Shares then outstanding (or of the Surviving Corporation in a merger) or all or substantially all of the assets of the Company, (ii) is on terms which are more favorable from a financial point of view to the Company Stockholders than the Offer, the Merger and the other transactions contemplated by this Agreement, and the Company receives written advice from the Independent Advisor to that effect, (iii) is not subject to any material contingency, including any contingency relating to financing, due diligence or the receipt of government consents or approvals, (iv) is reasonably capable of being consummated, (v) does not contain a "right of first offer" or "right of first refusal" with respect to any proposal that Parent or Merger Sub may make and (vi) was not solicited, encouraged or facilitated by the Company in breach of Section 6.4(b).
Superior Competing Transaction means a bona fide written proposal that was not invited, initiated, solicited or encouraged, directly or indirectly, by JP, PDC LP, any other JP Subsidiary or any JP Representative for a Competing Transaction made by a third party which a majority of the entire Board of Directors of JP determines after consultation with its financial advisor, in good faith, taking into account financial considerations and other relevant factors, including relevant legal, financial, tax, regulatory and other aspects of such proposal, and the conditions, prospects and time required for completion of such proposal, to be more favorable than the Mergers to the JP stockholders and the holders of PDC Common OP Units.
Superior Competing Transaction means any of the following involving Target or any Target Subsidiary: any proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of Target Common Stock then outstanding or more than 50% of all the assets of Target, and otherwise on terms which the Board of Directors of Target determines in its good faith judgment (after consulting with legal counsel and Sandler ▇’▇▇▇▇▇ or another financial advisor of nationally recognized reputation), taking into account timing and all legal, financial, regulatory and other aspects of the proposal and the third party making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), to be more favorable to its stockholders than the Merger and for which financing, to the extent required, is then committed or which if not committed is, in the good faith judgment of its Board of Directors, reasonably capable of being obtained by such third party.
Superior Competing Transaction means any of the following involving BSB or any BSB Subsidiary, on the one hand, or NBT or any NBT Subsidiary, on the other hand: any proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of BSB Common Stock or NBT Common Stock, as applicable, then outstanding or all or substantially all the assets of BSB and NBT, as applicable, and otherwise on terms which the Board of Directors of BSB or NBT, as applicable, determines in its good faith judgment (based on the opinion of KBW or MBD, as applicable, or another financial advisor of nationally recognized reputation) to be more favorable to its stockholders than the Merger and for which financing, to the extent required, is then committed or which if not committed is, in the good faith judgment of its Board of Directors, reasonably capable of being obtained by such third party.
Superior Competing Transaction any of the following involving Catskill or any Catskill Subsidiary: any proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of Catskill Common Stock then outstanding or all or substantially all the assets of Catskill, and otherwise on terms which the Board of Directors of Catskill, determines in its good faith judgment (based on the opinion of Ryan, Beck & Co., or another financial advisor of nationally recogn▇▇▇▇ ▇▇▇▇tation) to be more favorable to its stockholders than the Merger and for which financing, to the extent required, is then committed or which if not committed is, in the good faith judgment of its Board of Directors, reasonably capable of being obtained by such third party. [SIGNATURES PAGE FOLLOWS]
Superior Competing Transaction means any of the following involving ▇▇▇▇▇ and/or Town Square: any proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of ▇▇▇▇▇ and/or Town Square or all or substantially all the assets of ▇▇▇▇▇ and/or Town Square, and otherwise on terms which the ▇▇▇▇▇ Board determines in its good faith judgment (after consultation with ▇▇▇▇▇’▇ financial advisor and legal counsel) to be more favorable to its shareholders than the Merger (taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal) and for which financing, to the extent required, is then committed or which if not committed is, in the good faith judgment of the ▇▇▇▇▇ Board, reasonably capable of being obtained by such third party, and is reasonably likely to be completed on the terms proposed, in each case taking into account all legal, financial, regulatory and other aspects of the proposal.
Superior Competing Transaction is defined in Section 5.3(e).