Superior Proposal Agreement definition

Superior Proposal Agreement shall have the meaning set forth in Section 6.4(f).
Sample 1Sample 2Sample 3
Superior Proposal Agreement has the meaning set forth in Section 5.2(e).
Sample 1Sample 2Sample 3
Superior Proposal Agreement has the meaning given to such term in Section 10.4(g) of this Agreement.
Sample 1Sample 2

Examples of Superior Proposal Agreement in a sentence

  • In the event that the Company sends such written notice of assignment, then the Purchaser will cooperate with the Company and the Superior Proposal Agreement Counter-Party to promptly document and effect the assignment of the Amended and Restated Credit Agreement to the Superior Proposal Agreement Counter-Party on terms that are consistent with those in respect of which the Prior Credit Agreement was assigned to the Purchaser, mutatis mutandis.

  • For the avoidance of doubt, the Company may simultaneously give notice of its intention both to make a Change of Recommendation and to terminate this Agreement to enter into a Superior Proposal Agreement and the notice and negotiation periods set forth in this Section 6.5(e) for such actions may pass simultaneously.

  • For the avoidance of doubt, the Company may simultaneously give notice of its intention both to make a Change of Recommendation and to terminate this Agreement to enter into a Superior Proposal Agreement and the notice and negotiation periods set forth in Section 6.4(d) and this Section 6.4(f) may pass simultaneously.


More Definitions of Superior Proposal Agreement

Superior Proposal Agreement means a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal entered into by the Company and the party making the Superior Proposal in accordance with Section 5.4.
Sample 1Sample 2
Superior Proposal Agreement has the meaning given to it in Section 5.04; “Superior Proposal Recommendation” has the meaning given to it in Section 5.04;
Sample 1
Superior Proposal Agreement is defined in Section 9.1(d).
Sample 1
Superior Proposal Agreement means either a Go-Shop Superior Proposal Agreement or a No-Shop Superior Proposal Agreement.
Sample 1
Superior Proposal Agreement means a written agreement (other than a confidentiality agreement permitted by and in accordance with the Arrangement Agreement) with respect to a Superior Proposal entered into by Valens and the party making the Superior Proposal in accordance with the Arrangement Agreement;
Sample 1
Superior Proposal Agreement has the meaning assigned to that term in Section 6.3(c).
Sample 1

Related to Superior Proposal Agreement

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

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

  • Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.

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

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

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

  • Proposal Letter means the letter, executed by or on behalf of Proposer, delivered with its Proposal and conforming to Form A to the ITP.

  • 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.

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

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

  • 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.

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

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

  • 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.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • approved proposal means a proposal approved or determined under this Agreement;

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • 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.

  • Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

  • Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.

  • TO Financial Proposal means the TO Contractor’s financial response to the CATS+ TORFP dated date of TO Financial Proposal.

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.

  • 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.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).