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.
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
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
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.
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.
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