Superior Proposal

Superior Proposal. A written and bona fide Acquisition Proposal made by a third party that Sefton's board of directors has determined in its good faith judgment, after consultation with its outside legal counsel and with its financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial (including the availability of committed financing) and regulatory aspects of the proposal and the Person making the proposal and would, if consummated, result in... a transaction that is more favorable to Sefton's shareholders, from a financial point of view, than the Secured Party's Proposal. View More

Superior Proposal. Means any unsolicited, bona fide written proposal made by a third party to acquire more than 50% of the equity securities or more than 50% of the assets of Chameleon, pursuant to a tender or exchange offer, a merger, a consolidation or a sale of its assets, on terms which the Board of Directors or any special committee thereof determines in its good faith judgment to be more favorable from a financial point of view to the holders of Target Shares than the transactions contemplated by this... Agreement. View More

Superior Proposal. Means an unsolicited Acquisition Proposal (i) to acquire at least fifty percent (50%) of the equity securities of Seller entitled to vote generally in the election of directors to Seller's board of directors or all or substantially all of the assets of Seller, (ii) that Seller's board of directors determines in its good faith judgment (after consultation with its financial, legal and other advisors) to be more favorable to Seller's stockholders from a financial perspective than the transactions... contemplated by this Agreement, and (iii) that Seller's board of directors determines in its good faith judgment (after consultation with its financial, legal and other advisors) is reasonably capable of being completed (taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal). View More

Superior Proposal. 9.1(h)

Superior Proposal. Means any Alternative Investment that (i) the Board reasonably determines (after consultation with a financial advisor of nationally recognized reputation) to be (A) more favorable to the Company's stockholders from a financial point of view than the sale of the Shares and the Warrants hereunder (taking into account all the terms and conditions of such proposal and this Agreement and any other factors as the Board deems relevant) and (B) reasonably capable of being completed on the terms so... proposed, taking into account all financial, legal, regulatory and other aspects of such proposal, (ii) was not solicited by the Company after the date hereof, (iii) was proposed after the date hereof and (iv) did not otherwise result from a breach of Section 7.13(a). View More

Superior Proposal. Means any bona fide, unsolicited written Acquisition Proposal that the board of directors of a Party determines in good faith on the basis of the written advice of a financial advisor and a legal advisor, and taking into account all the terms and conditions of the Acquisition Proposal, including, without limitation, the likelihood of consummation of such proposal, is more favorable to such Parties' stockholders than the Merger and for which financing, to the extent required, is then fully... committed or reasonably determined to be available by the board of directors of such Party. View More

Superior Proposal. The meaning set forth in Subsection 11.3(c)

Superior Proposal. Shall mean an unsolicited written bona fide offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, share exchange, business combination or other similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interest in the surviving or resulting entity of such transaction; or (ii) the acquisition by any person or group (including by means... of a tender offer or an exchange offer or a two-step transaction involving a tender offer followed with reasonable promptness by a cash-out merger involving the Company), directly or indirectly, of ownership of 100% of the then outstanding shares of stock of the Company, in each case on terms (including conditions to consummation of the contemplated transaction) that (i) the Board determines, in its good faith judgment (after having received the advice of independent legal counsel (who may be the Company's regularly engaged independent legal counsel) and a financial advisor of internationally recognized reputation), to be (A) more favorable to the Company stockholders than the transactions contemplated by this Agreement (taking into account probability of closing and all other terms and conditions of such proposal and this Agreement and any changes to the financial terms of this Agreement proposed by Purchaser in response to such offer or otherwise), and (B) reasonably capable of being completed taking into account all legal, regulatory and other aspects of such proposal and the Financings and (ii) for which financing, to the extent required, is then committed. View More

Superior Proposal. A bona fide written and publicly announced Acquisition Proposal that (i) the board of directors of the Company concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account all legal, financial, regulatory, timing, certainty and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation) is more favorable to the shareholders of the Company of the... from a financial point of view, than the transactions contemplated by the Acquisition Agreement (after giving effect to any adjustments to the terms and provisions of the Acquisition Agreement proposed by Acquiror in response to such Acquisition Proposal), (ii) if any cash consideration is payable as part of the Superior Proposal, that such cash consideration shall be fully financed or reasonably capable of being fully financed promptly, (iii) if any consideration as part of the Superior Proposal is payable in shares of capital stock listed on a national securities exchange or quoted on an inter-dealer quotation system, then the value of such consideration shall be determined in relation to the value of the shares of Company Common Stock to be issued in connection with the transactions contemplated by the Acquisition Agreement, and (iv) is reasonably likely to receive all required approvals of any Governmental Body and other person on a timely basis and otherwise reasonably capable of being completed on the terms proposed. View More

Superior Proposal. Shall have the meaning ascribed thereto in the Merger Agreement.