Qualifying Superior Proposal

Qualifying Superior Proposal. A Superior Proposal that (a) is not subject to the satisfaction of the competing bidder or any party providing financing to the bid with the results of any further due diligence investigation of the Company; and (b) is not subject to a financing condition, other than a condition coupled with a commitment letter or commitment letters from a financial institution or financial institutions of recognized standing which themselves contain only customary conditions and are not subject to internal... approvals; and provided further that (i) a Competing Proposal shall not be deemed to be a Qualifying Superior Proposal if it contemplates a termination fee of more than 3% of the purchase price provided therein plus actual, reasonable out-of-pocket expenses and (ii) an Alternative Transaction shall not be deemed to be a Qualifying Superior Proposal if it contemplates a termination fee of more than 3% of the purchase price provided therein, unless the offer contemplates a bid of at least $75 million more than the highest outstanding bid, but in any event the termination fee shall be no more than 4% of the purchase price provided therein. View More