Target Superior Proposal means a bona fide written Target Acquisition Proposal not solicited by or on behalf of Target made by a third party and in accordance with and while Target has not breached Section 7.2(a) that if consummated would result in such third party (or in the case of a direct merger between such third party and Target, the stockholders of such third party) acquiring, directly or indirectly, more than 50% of the voting power of Target Common Shares or all or substantially all the assets of Target and the Target Subsidiaries, taken as a whole, for consideration consisting of cash and/or securities that Target’s Board of Directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, is reasonably likely to be consummated taking into account the Person making such Target Acquisition Proposal and all legal, financial, regulatory and other relevant aspects of such Target Acquisition Proposal, and Target’s Board of Directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, that such Target Acquisition Proposal would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of Target Common Shares than the Transactions; provided, however, that Target may not terminate this Agreement under this Section 10.1(h) unless it pays the Target Termination Fee and has used commercially reasonable efforts to provide Parent with five business days prior written notice of its intent to so terminate this Agreement together with a detailed summary of the terms and conditions of such Target Acquisition Proposal; provided further, that prior to any such termination, Target shall and shall direct its respective financial and legal advisors to negotiate in good faith with Parent to make such adjustments in the terms and conditions of this Agreement as would result, in the opinion of Target’s Board of Directors, after consultation with its financial advisors and outside legal counsel, in a revised Parent proposal that is reasonably capable of being completed, and, if consummated, may reasonably be expected to result in a transaction that is at least as favorable from a financial point of view to the holders of Target Common Shares as the Target Superior Proposal; and provided that a Target Acquisition Proposal accepted by Target shall not be subject to any financing contingencies.
Target Superior Proposal means a written bona fide Target Alternative Proposal (where each reference to 20% set forth in the definition of such term shall be deemed to refer to 50%, but provided that such Target Alternative Proposal may not be subject to due diligence or definitive documentation (other than the execution thereof)) that the Target Board determines in good faith (after consultation with Target’s financial advisers and outside legal counsel) is more favourable to the Target Shareholders than the Transactions, taking into account such financial, regulatory, legal, structuring, timing and other aspects of such proposal as the Target Board considers to be appropriate;
Target Superior Proposal means a bona fide Target Acquisition Proposal for at least 50% of the outstanding Target Common Stock or 50% of Target’s assets or properties, made by a third party that was not solicited by Target or any Target Representative, that contains no financing contingency and for which financing is reasonably determined to be available by the Target Board, after consultation with Target’s financial advisors, taking into account, to the extent deemed appropriate by the Target Board, the various legal, financial and regulatory aspects of the proposal and the Person making such proposal, that (a) if accepted, is reasonably likely to be consummated; and (b) if consummated, would result in a transaction that is more favorable to the Target Shareholders, from a financial point of view, than the transactions contemplated by this Agreement.
Examples of Target Superior Proposal in a sentence
Notwithstanding the foregoing, if Target has received a Target Superior Proposal, Target's Board may terminate this Agreement, but only at a time that is more than 48 hours following Parent's receipt from Target of written notice advising Parent that Target's Board is prepared to accept such Target Superior Proposal, specifying the material terms and conditions of such Target Superior Proposal.
For the purposes of this clause 6, it is acknowledged that any actions by any director, officer or employee of any member of the Target Group or any other Representative of Target acting as authorised agent of Target that would, if they were actions of Target, breach this clause 6, shall be deemed to be a breach by Target of this clause 6 (including for the purposes of the definition of "Competing Proposal" and "Target Superior Proposal").
Our offer clearly meets the standard for a Target Superior Proposal as contemplated by your merger agreement with Plains.
More Definitions of Target Superior Proposal
Target Superior Proposal means bona fide written Target Acquisition Proposal that (i) Target’s Board of Directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, is reasonably likely to be consummated taking into account the Person making such Target Acquisition Proposal and all legal, financial, regulatory and other relevant aspects of such Target Acquisition Proposal, and Target’s Board of Directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, that such Target Acquisition Proposal would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of Target Shares than the Transactions; provided, however, that Target may not terminate this Agreement under this Section 10.1(h) unless it pays the Termination Fee pursuant to Section 10.2(b)(ii) and has used all reasonable efforts to provide Parent with two business days prior written notice of its intent to so terminate this Agreement together with a detailed summary of the terms and conditions of such Target Acquisition Proposal;
Target Superior Proposal means 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's capital stock then outstanding or all or substantially all the assets of Target, and Target's Board determines in its good faith judgment (after consulting with its financial advisor that such proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial, regulatory and other aspects of the proposal and the third party making such proposal, and would, if consummated result in a more favorable transaction than the transaction contemplated by this Agreement, taking into account, to the extent relevant, the long-term prospects and interests of Target and its stockholders.
Target Superior Proposal means any bona fide Target Takeover Proposal to merge or combine with Target or to acquire, directly or indirectly, more than 50% of Target's Stock or of the Subsidiaries' voting stock then outstanding or a material amount of the assets of Target and the Subsidiaries, taken as a whole, on terms that the Board of Directors of Target determines in its good faith reasonable judgment (based on the written advice of Philx Xxxxx & Xo., Inc. or another financial advisor of nationally recognized reputation) to be more favorable to Target's stockholders than the Merger.
Target Superior Proposal means a bona fide written Target Acquisition Proposal made by a third party that if consummated would result in such third party (or in the case of a direct merger between such third party and Target, the stockholders of such third party) acquiring, directly or indirectly, more than fifty percent (50%) of the voting power of Target Common Shares or all or substantially all the assets of Target and the Target Subsidiaries, taken as a whole, (by merger or otherwise) for consideration consisting of cash, securities and/or other property that Target’s Board of Directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, is reasonably likely to be consummated taking into account the Person making such Target Acquisition Proposal and all legal, financial, regulatory and other relevant aspects of such Target Acquisition Proposal, and Target’s Board of Directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, that such Target Acquisition Proposal would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of Target Common Shares than the Transactions.
Target Superior Proposal means a Superior Proposal in respect of Target.
Target Superior Proposal means any proposal made by a third party (i) 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 all or substantially all of the assets of Target, (ii) that is otherwise on terms which the Board of Directors of Target determines in its good faith judgment (based on the advice of a financial advisor of nationally recognized reputation) to be more favorable to Target's stockholders than the Merger, (iii) for which financing, to the extent required, is then committed or which, in the good faith judgment of the Board of Directors of Target, is reasonably capable of being obtained by such third party and (iv) for which, in the good faith judgment of the Board of Directors of Target, no regulatory approvals are required, including antitrust approvals, that could not reasonably be expected to be obtained.
Target Superior Proposal means a bona fide written Target Acquisition Proposal made by a third party that if consummated would result in such third party (or in the case of a direct merger between such third party and Target, the stockholders of such third party) acquiring, directly or indirectly, more than fifty percent (50%) of the voting power of Target Common Shares or all or substantially all the assets of Target and the Target Subsidiaries, taken as a whole, (by merger or otherwise) for consideration consisting of cash, securities and/or other property that Target's Board of Directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, is reasonably likely to be consummated taking into account the Person making such Target Acquisition Proposal and all legal, financial, regulatory and other relevant aspects of such Target Acquisition Proposal, and Target's Board of Directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, that such Target Acquisition Proposal would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of Target Common Shares than the Transactions.