Superior Proposal Period definition

Superior Proposal Period shall have the meaning set forth in Section 5.7(b).

Superior Proposal Period has the meaning set forth in Section 6.03(c). “Tangible Personal Property” has the meaning set forth in Section 2.01(d). “Tax Clearance Certificate” has the meaning set forth in Section 6.14. “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties and including any Liability to indemnify or otherwise assume or succeed to the Liability of any other Person with respect to any Tax. “Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Termination Time” has the meaning set forth in Section 9.01(d)(iv). “Territory” has the meaning set forth in Section 6.07(a). “Third Party Claim” has the meaning set forth in Section 8.05(a). “Transaction Documents” means this Agreement, the Local Agreements, the Escrow Agreement, the Facility Leases, the Transition Services Agreement, the Shared Services Agreement, the Fabrication Services Agreement, the Product Services Agreement, the Intellectual Property License Agreement and the other agreements, instruments and documents required to be delivered at the Closing. “Transfer Taxes” has the meaning set forth in Section 6.13. “Transferred Employees” means employees of the Business who accepted and executed Buyer’s written offer of employment effective as of the Closing. “Transition Services Agreement” has the meaning set forth in Section 3.02(a)(iv). “Union” has the meaning set forth in Section 4.19(b). “Value Determination Time” means the time at which the Business opens on the Closing Date. “VCSEL Fab” has the meaning set forth in Section 6.17(a). “WARN Act” means the U.S. Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar foreign, state or local law, regulation or ordinance. “Yearly Financial Statements” has the meaning set forth in Section 4.04. ARTICLE II

Examples of Superior Proposal Period in a sentence

• After the expiration of a Superior Proposal Period, the Board shall determine whether, in light of its fiduciary obligations under applicable Law, to proceed with respect to the Superior Proposal or Purchaser's response thereto.

• The Company shall permit Purchaser a period of five (5) Business Days after receipt of a Superior Proposal Notice (the "Superior Proposal Period") to submit to the Company a new proposal in response to the Superior Proposal that is the subject of the Superior Proposal Notice.

• For the avoidance of doubt, if the Superior Proposal that gave rise to the commencement of the Superior Proposal Period is withdrawn, terminated, rejected, expires or is otherwise concluded and this agreement remains on foot, the obligations in clause 12.2(a) will once again apply.

• After the expiration of a Superior Proposal Period, the Board shall determine whether, in light of its fiduciary obligations under applicable Law, to proceed with respect to the Superior Proposal or Purchaser’s response thereto.

• After one such Superior Proposal Period, the Board shall determine whether and how, in its sole discretion in light of its fiduciary obligations under applicable law, to proceed with respect to the Superior Proposal and the Purchasers' response.

• After one such Superior Proposal Period, the Board shall determine whether and how, in its sole discretion in light of its fiduciary obligations under applicable law, to proceed with respect to the Superior Proposal and the Purchasers’ response.

• For the avoidance of doubt, if the Superior Proposal that gave rise to the commencement of the Superior Proposal Period is withdrawn, terminated, rejected, expires or is otherwise concluded and this agreement remains on foot, the obligations in clause 13.2(a) will once again apply.