Topping Proposal definition

Topping Proposal means a proposal or offer or indication of interest for a Business Combination from a Potential Acquirer that the Debtors and the Board of Directors determines in good faith is reasonably likely to be more favorable to the Debtors’ estates and their creditors and other parties to whom the Debtors owe fiduciary duties than is proposed under the Plan, taking into account, among other factors, the identity of the Potential Acquirer, the likelihood that any such offer or proposal will be negotiated to finality within a reasonable time, and the potential loss to the Debtors’ estates and their creditors and other parties to whom the Debtors owe fiduciary duties if any such Business Combination is not consummated; provided, however, that such Topping Proposal provides a full recovery to the First Lien Lenders and Second Lien Lenders and more favorable treatment for unsecured creditors than the Plan.
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Topping Proposal means a Superior Proposal as defined in the Merger Agreement or an Alternative Proposal (as defined in the Merger Agreement) that is determined to be more favorable from a financial point of view to the holders of Company Common Stock than the Merger; provided that for purposes of this definition of
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Topping Proposal the references to "15%" in the definition of "Alternative Proposal" shall be deemed to be references to "80%" The Sterling Payment shall be made to Sterling concurrently with the payment of the Termination Fee to Parent or the consummation of such transaction, whichever first occurs; and
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Examples of Topping Proposal in a sentence

  • The consideration proposed is up to $50 million and includes the consideration given under the DIP Credit Agreement and also the Plan Investment to be paid on the Effective Date.The Debtor will continue to seek and be open to a Topping Proposal for its equity or Assets, including allowing a third party to bargain for and obtain some or all of the protections offered the Plan Sponsor under the Plan.

  • The Debtor will continue to seek and be open to a Topping Proposal for its equity or Assets, including allowing a third party to bargain for and obtain some or all of the protections offered the Plan Sponsor under the Plan.


More Definitions of Topping Proposal

Topping Proposal means a bona fide written Alternative Transaction Proposal (with all percentages in the definition of Alternative Transaction Proposal changed to 50%) submitted to the Company after the Triggering Date by a Person or Persons other than the Triggering Third Parties, which Topping Proposal includes a higher per share consideration to the Company’s stockholders than the Alternative Transaction Proposal contemplated by the Triggering Alternative Transaction Acquisition Agreement.
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Topping Proposal means a proposal, offer or indication of interest from a Potential Acquiror for an Alternative Transaction that the Company and its Board of Directors reasonably determines in good faith, after reasonable diligence, (x) is reasonably likely to be consummated within a reasonable time, and (y) if consummated, would result in payment in full of the First Lien Debt Claims of the Lenders and would otherwise be more favorable than the Restructuring to the Debtors’ estates and their creditors, equity holders and other parties to whom the Debtors owe fiduciary duties (including, without limitation, the Lenders); provided that such reasonable good faith determination shall take into account, among other relevant factors, the identity of the Potential Acquiror, the likelihood that any such offer or proposal will be negotiated to finality within a reasonable time, and the potential loss to the Debtors’ estates and their creditors and other parties to whom the Debtors owe fiduciary duties (including, without limitation, the Lenders) if such Alternative Transaction is not consummated.
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Topping Proposal means a Superior Proposal as defined in the Merger Agreement or an Alternative Proposal (as defined in the Merger Agreement) that is determined to be more favorable from a financial point of view to the holders of Company Common Stock than the Merger; provided that for purposes of this definition of "Topping Proposal", the references to "15%" in the definition of "Alternative Proposal" shall be deemed to be references to "80%." The term "Investor Party Proposal" shall mean any proposal or offer from Parent, any of its Subsidiaries, any Investor Party, any Person in which any Investor Party or any of its affiliates has an interest, directly or indirectly, or any group of Persons that includes an Investor Party or any of its affiliates or any Person in which any Investor Party or any of its affiliates has an interest, directly or indirectly, (x) for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company or any of its Subsidiaries, (y) for the issuance by the Company of over 80% of its equity securities or (z) to acquire in any manner, directly or indirectly, over 80% of the equity securities or consolidated total assets of the Company and its Subsidiaries (1) that is more favorable from a financial point of view to the holders of Company Common Stock than the Merger Consideration of $46.25 per share and (2) that is not specifically agreed to in writing by Sterling. The term "Additional Sterling Payment" shall mean a dollar amount derived by multiplying the portion of the Termination Fee that is in excess of $30 million received by Crane or his affiliated company multiplied by 51/382.74. The Initial Sterling Payment shall be made to Sterling concurrently with the payment of the Termination Fee to Parent or the consummation of any such transaction, whichever first occurs. The Additional Sterling Payment, if any, shall be made to Sterling concurrently with the payment to Crane or his affiliated company of the portion of the Termination Fee that is in excess of $30 million; and
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Topping Proposal means a proposal or offer or indication of interest for a Business Combination from a Potential Acquirer that the Company and its Board of Directors determines in good faith is reasonably likely to be more favorable to the Debtors’ estates and their creditors and other parties to whom the Debtors owe fiduciary duties than is proposed under the Plan Term Sheet, taking into account, among other factors, the identity of the Potential Acquirer, the likelihood that any such offer or proposal will be negotiated to finality within a reasonable time, and the potential loss to the Debtors’ estates and their creditors and other parties to whom the Debtors owe fiduciary duties if any such Business Combination is not consummated; provided, however, that such Topping Proposal provides a full recovery to the First Lien Lenders and Second Lien Lenders and more favorable treatment for unsecured creditors and equity holders than the Plan.
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Related to Topping Proposal

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

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

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

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

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

  • Project Proposal has the meaning set forth in Section 2.2(b).

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • 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.

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

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

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

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

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • 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.

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

  • Proposal means the Technical Proposal and the Financial Proposal of the Consultant.

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • 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.

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

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

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

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

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

  • Change Proposal means a proposal for a Change Order submitted by the Design/Builder to the Owner, either at the request of the Owner, or at the Design/Builder's own initiative.