Superior Takeover Proposal definition

Superior Takeover Proposal means any bona fide written Acquisition Proposal from any Person relating to any direct or indirect purchase or other acquisition by any Person, other than Parent or an Affiliate of Parent, of the entire equity interest in the Company which that Person does not already own or the business and assets of the Company substantially as an entirety in a Takeover Transaction which:

Superior Takeover Proposal as defined in Section 5.6.

Superior Takeover Proposal with respect to a party means any bona fide Takeover Proposal to acquire, directly or indirectly, for consideration consisting of cash, securities or a combination thereof, all of the common stock of that party then outstanding or all or substantially all of the assets of that party on terms that the Board of Directors of that party determines in its good faith reasonable judgment (after consultation with a financial advisor of nationally recognized reputation) to be more favorable to that party's stockholders than the Merger.

Examples of Superior Takeover Proposal in a sentence

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• The Company agrees to (i) promptly notify Parent if the Company, or any of its officers, directors, representatives or agents receives any indication of interest, request for information or offer in respect of a Take-over Proposal, (ii) communicate to Parent in reasonable detail the material terms of any such indication, request or proposal, and (iii) in the event that the Company receives any Superior Take-over Proposal, give Parent a reasonable opportunity to present a counterproposal.

• During such three business day period, the Company may propose to the Seller an alternative transaction, and the Company shall, and shall cause its respective financial and legal advisors to, negotiate with the Company in good faith with respect to such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal would not constitute a Superior Takeover Proposal and thereby enable the Seller to proceed with the transactions contemplated herein.

• If a third party has made a bona fide offer --------------------------- for all of the Shares of the Corporation which offer constitutes a Superior Take-over Proposal (as defined in the Pre-Acquisition Agreement), then the Seller shall not be required to deposit the Seller's Shares pursuant to the Offer or may withdraw the Seller's Shares deposited pursuant to the Offer, as the case may be.

• Notwithstanding the foregoing, in the event the Board of Directors of Parent receives a Takeover proposal that, in the exercise of its fiduciary obligations (as determined in good faith by the Board of Directors after consultation with and based on the advice of outside counsel), it determines to be a Superior Takeover Proposal, the Board of Directors of Parent may withdraw or modify its approval or recommendation of this Agreement or the Merger.

More Definitions of Superior Takeover Proposal

Superior Takeover Proposal means a BONA FIDE Competing Takeover Proposal in respect of which the Normandy Board has determined, acting reasonably and in good faith, would, it consummated in accordance with its terms, be reasonably likely to result in a transaction more favorable to the holders of Normandy Shares than the Newmont Takeover Bid, such determination having been made in good faith by the Normandy Board:

Superior Takeover Proposal means any bona fide (w) tender or exchange offer; (x) proposal for a merger to which VSI or Seller would be a party; (y) consolidation or other business combination involving VSI or Seller; or (z) any other arrangement to acquire, directly or indirectly, for consideration consisting of cash, securities or a combination thereof, all of the common stock of VSI or Seller then outstanding or all or substantially all of the assets of VSI or Seller on terms that the Board determines in its good faith reasonable judgment (after consultation with a financial advisor of nationally recognized reputation) to be more favorable to the stockholders of VSI than the transactions contemplated by this Agreement.

Superior Takeover Proposal means a bona fide, unsolicited written proposal or offer made by a Person to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, sale of assets, merger, consolidation, business combination, recapitalization, liquidations, dissolution or similar transaction, all or substantially all of the voting power of the capital stock of the Company then outstanding or all or substantially all of the consolidated total assets of the Company and its Subsidiaries (i) which, if any cash consideration is involved, is not subject to any financing contingencies (and if financing is required, such financing is then fully committed to the Person making such proposal or offer) and (ii) on terms the Company’s 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 Person making the offer, are more favorable from a financial point of view to the Company or the holders of Company Common Stock than the Merger and the other transactions contemplated by this Agreement, after consultation with, and based upon the advice of, its outside legal counsel, that (i) such action is necessary for the Company’s Board of Directors to comply with its fiduciary duties to the Company and the holders of Company Common Stock under Law or writ, judgment, injunction, consent, order, decree, stipulation, award or executive order of or by any Governmental Authority (each, an “Order”), and (ii) such Takeover Proposal is reasonably capable of being consummated.

Superior Takeover Proposal means a Company Takeover Proposal for more than 50% of any class of equity securities of the Company or any of its Significant Subsidiaries, or any tender offer (including self-tenders) or exchange offer than, if consummated, would result in any person beneficially owning more than 50% of any class of equity securities of the Company or any of its Significant Subsidiaries, or a majority of the assets of, the Company or any of its Significant Subsidiaries;

Superior Takeover Proposal means any bona fide written Acquisition Proposal from any person relating to any direct or indirect purchase or other acquisition by any person, other than Santos or any of 26

Superior Takeover Proposal means a Company Takeover Proposal for more than 50% of any class of equity securities of the Company or any of its Significant Subsidiaries, or any tender offer (including self-tenders) or exchange offer than, if consummated, would result in any person beneficially owning more than 50% of any class of equity securities of the Company or any of its Significant Subsidiaries, or a majority of the assets of, the Company or any of its Significant Subsidiaries; (h) by Parent if (i) the Board of Directors of the Company shall not have recommended, or shall have resolved not to recommend, or shall have modified or withdrawn in a manner adverse to Parent its recommendation of the Merger, or (ii) the Board of Directors of the Company shall have recommended to the stockholders of the Company any Company Takeover Proposal or shall have resolved to do so; (i) by the Company if (i) the Board of Directors of Parent shall not have recommended, or shall have resolved not to recommend or shall have modified or withdrawn its recommendation in a manner adverse to the Company of the Parent Shareholders' Approvals, or (ii) the Board of Directors of Parent shall have recommended to the shareholders of the Parent any Parent Takeover Proposal or shall have resolved to do so; and (j) by the Company prior to the Company Stockholders Meeting if the Average Parent Stock Price is less than $30.52. As used in this Agreement, (i) "Average Parent Stock Price" means the average of the daily per share Closing Price of Parent Common Stock for the fifteen (15) consecutive Trading Days ending on the third Trading Day prior to the Company Stockholders Meeting. The right of any party hereto to terminate this Agreement pursuant to this Section 7.1 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto, any person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement.

Superior Takeover Proposal means any bona fide (w) tender or exchange offer; (x) proposal for a merger to which Seller or any Subsidiary would be a party; (y) consolidation or other business combination involving Seller and or any Subsidiary; or (z) any other arrangement to acquire, directly or indirectly, for consideration consisting of cash, securities or a combination thereof, all of the a-72684.2 40 common stock of Seller or a Subsidiary then outstanding or all or substantially all of the assets of Seller or a Subsidiary on terms that the Board determines in its good faith reasonable judgment (after consultation with a financial advisor of nationally recognized reputation) to be more favorable to the stockholders of Seller than the transactions contemplated by this Agreement.