Alternative Solutions Clause Samples

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Alternative Solutions. If alternative solutions are offered, please submit the information in the same format, as a separate proposal.
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Alternative Solutions. The parties recognize that there may be various solutions to a specific aspect of the Project (including the technology built into the System). DBS will propose solutions which it reasonably believes will best meet the needs of the LLC Group while complying with the defined scope of work. If LLC or the Eurex Entities, respectively, reject a proposed solution that meets all of the requirements of this Agreement in favor of an alternative, DBS will inform LLC or the Eurex Entities, respectively, in writing within two weeks of receipt of the alternative proposal about any anticipated increased costs or delay and, if appropriate, additional resources which are required, as well as all anticipated problems with the solution selected by LLC or the Eurex Entities, respectively, such as impact on service levels. If the parties cannot reach agreement either at the operational level or after discussing the matter in the Steering Committee, LLC or the Eurex Entities, respectively, can insist on its alternative solution. In this event, DBS will be obliged to perform the work on the alternative solution once a corresponding Change Request, in which LLC or the Eurex Entities, respectively, agrees to compensate DBS for such work in accordance with the then-applicable DBS Catalogue of Prices (see, Clause 9.2), has been signed by LLC or the Eurex Entities, respectively. The obligation of DBS to perform work under such a Change Request is subject to the condition precedent that DBS has reasonable access to the additional resources set forth in the notice submitted to LLC or the Eurex Entities, respectively, under sentence 3. Notwithstanding LLC's or the Eurex Entities' insistence on their alternative solution, DBS remains responsible pursuant to Clause 3.1 for the successful completion of work under this Agreement. (S) 7
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Alternative Solutions. The parties recognize that there may be various solutions to a specific aspect of the Project (including the technology built into the System). DBS will propose solutions which it reasonably believes will best meet the needs of the LLC Group while complying with the defined scope of work. If LLC rejects a proposed solution that meets all of the requirements of this Agreement in favor of an alternative, DBS will inform LLC in writing within two weeks of receipt of the alternative proposal about any anticipated increased costs or delay and, if appropriate, additional resources which are required, as well as all anticipated problems with the solution selected by LLC such as impact on service levels. If the parties cannot reach agreement either at the operational level or after discussing the matter in the Steering Committee, LLC can insist on its alternative solution. In this event, DBS will be obliged to perform the work on the alternative solution once a corresponding Change Request, in which LLC agrees to compensate DBS for such work in accordance with the then-applicable DBS Catalogue of Prices (see, Clause 9.2), has been signed by LLC. The obligation of DBS to perform work under such a Change Request is subject to the condition precedent that DBS has reasonable access to the additional resources set forth in the notice submitted to LLC under sentence 3. Notwithstanding LLC's insistence on its alternative solution, DBS remains responsible pursuant to Clause 3.1 for the successful completion of work under this Agreement.
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Alternative Solutions. Summary of alternative solutions studied by the candidate country: Reasons why the competent national authorities have concluded that there is absence of alternative solutions
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Alternative Solutions. If applicable law and regulations of the Beneficiary's state of residence make delivery of ALCAN Shares impossible in fact or in law, ▇▇▇▇▇ agrees to offer to the Beneficiary an alternative solution allowing the maintenance, for the Beneficiary, of the economic equilibrium resulting from Formula One provided FOR in this Liquidity Agreement. ▇▇▇▇▇ shall keep BNP promptly informed of the foregoing. Assumptions used: - Number of Pechiney Shares Subscribed for or Acquired ("NPSSA") by exercise of Options: 500 Pechiney Shares - Cash amount ("CA") delivered in connection with the Offer for one ▇▇▇▇▇▇▇▇ Share: € 25.60 - Average Value ("AV") of Alcan Shares finally used in connection with the Offer: € 35.00 - Reference Value ("RV") of Alcan Shares finally used in connection with the Offer (the greater of € 27.40 or the above-described Average Value): € 35.00 € - Number of Alcan Shares Offered ("NASO") in connection with the Offer for one PECHINEY Share: 0.6543 ALCAN Share. On the basis of these assumptions, the following number of Shares to be delivered ("NASR") under Formula One: [ € 25.60 + (0.6543 x € 35.00) ] x 500 Pechiney Shares = 692.8643 ALCAN Shares rounded up to 693 ALCAN Shares € 35.00 2.1 - Beneficiary's waiver of Options (Pechiney Shares). By signing and returning to PECHINEY the Acceptance Form to this Liquidity Agreement, the Beneficiary shall be deemed to have irrevocably waived the Options granted to him/her under each Options Plan with respect to which he/she will have elected Formula Two and will irrevocably instruct PECHINEY to have such Options cancelled by BNP. On the other hand, ALCAN irrevocably undertakes to grant to the Beneficiary new options enabling him/her to subscribe for or acquire ALCAN Shares, that (i) will contain all of the characteristics provided for under the Options Plan with respect to which the Beneficiary will have elected Formula Two and (ii) will thus be exercisable during a period corresponding to the unexpired term of the Exercise Period of the Options concerned (the "New Options"). 2.2 - Exercise price of the New Options. For each Options Plan with respect to which the Beneficiary will have elected Formula Two, ALCAN will grant to the Beneficiary New Options enabling him/her to subscribe for, or acquire, ALCAN Shares on the basis of one (1) ALCAN Share for one (1) New Option, at a price per ALCAN Share calculated as follows, such price to be then rounded down to the nearest Euro cent: EPAO = ( AV ) x EPPO where "EPAO...
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Alternative Solutions. If the Contractor suggests improvements or alternative solutions which will be to the benefit of NT, or both parties, he shall send NT a request for a Variation Order in accordance with clause 15.3.
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Alternative Solutions. If alternative solutions are offered, the information should be submitted in the same format as a standard proposed response but must be clearly marked as an “Alternative Proposal”. If a proponent submits more than one proposal each must be separately and uniquely identified.
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Alternative Solutions. Offer the Licensee a substitute or alternative Software solution that is non- infringing, of equivalent functionality, and acceptable to the Licensee. If no such solution is feasible, the Licensor may terminate the Agreement according to the termination provisions herein, with any pre-paid fees for the unused portion of the Term to be refunded to the Licensee.
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Related to Alternative Solutions

  • Alternative Warning ▇▇▇▇▇▇▇ may, but is not required to, use the alternative short-form warning as set forth in this § 2.3(b) (“Alternative Warning”) as follows: WARNING: Cancer and Reproductive Harm - ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇▇.

  • Alternative Structure (a) The Company shall use reasonable best efforts to cause any agreement, instrument or indenture with respect to indebtedness for borrowed money to which the Company or any of its Subsidiaries is a party to be amended prior to the date that is not later than the fifth business day prior to the date the Form S-4 Registration Statement is declared effective, if Parent reasonably determines that such amendment is necessary so that the Subsequent Merger will not have any of the effects described in Section 5.1(d)(ii) (mutatis mutandi) (without giving effect to (i) the Company Material Adverse Effect exception at the end of Section 5.1(d)(ii) and (ii) any cure period or notice requirement) with respect to such agreement, instrument or indenture (an “Indenture Impact”); provided that without Parent’s prior written consent the Company shall not make any non-de minimis consent payments to any third party in connection with the foregoing or agree to amend any of the terms of such agreement, instrument or indenture except to amend the provision giving rise to the Indenture Impact. (b) In the event that either (i) the Mergers would reasonably be likely to fail to qualify for the Intended Tax Treatment or (ii) the Subsequent Merger would have an Indenture Impact, the parties agree (x) to cooperate in good faith to explore alternative structures that would permit the transactions contemplated hereby to qualify as a reorganization within the meaning of Section 368(a) of the Code and (y) if each party to this Agreement in the exercise of its reasonable business discretion agrees to pursue such an alternative structure, the parties shall enter into an appropriate amendment to this Agreement to reflect such alternative structure and provide for such other changes necessitated thereby; provided, however, that failure of the parties to agree to an alternative structure shall not cause any condition to Closing set forth herein not to be satisfied or otherwise cause any breach of this Agreement; and provided, further, that any actions taken pursuant to this Section 6.20(b) (A) shall not (I) without the consent of the Company and Parent, alter or change the amount, nature or mix of the Merger Consideration or (II) impose any economic or other costs on Parent or the Company that are more than immaterial and (B) shall be capable of consummation without delay in relation to the structure contemplated herein. Notwithstanding anything in this Agreement to the contrary, in no event shall Parent be required to cause the Subsequent Merger to occur or to effect any alternative structure if the foregoing would result in an Indenture Impact. (c) In the event the Mergers would reasonably be likely to fail to qualify for the Intended Tax Treatment, the parties may agree (in each party’s reasonable business discretion) not to consummate the Subsequent Merger. For the avoidance of doubt, neither the identification nor the implementation of an alternative structure under Section 6.20(b) above shall be a condition to Closing.

  • Alternative Proposals Prior to the Effective Date, the Company agrees (a) that neither it nor any of its Subsidiaries shall, and it and they shall direct and use its and their best efforts to cause its and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 shall prohibit the Board of Directors of the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written 37 43 notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (C) the Company keeps Parent promptly informed of the status and all material terms and conditions of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation of the Company under this Agreement.

  • Alternative Transactions (a) Between the Original Signing Date and the Closing Date, except for the issuance of shares of Common Stock issuable as of the Original Signing Date as set forth in Schedule 3.1(g) and the Securities being issued pursuant to this Agreement, the Company shall not (i) issue or agree to issue any additional shares of Common Stock or other securities which provide the holder thereof the right to convert such securities into shares of Common Stock or (ii) directly or indirectly, by act or omission, solicit, pursue, agree to, engage in or become subject to any recapitalization, reorganization or capital-raising transaction other than the transactions contemplated by the Transaction Documents. (b) If, prior to Closing, the Company takes any action that would, if the Warrant were outstanding at such time, result in an adjustment to the Shares issuable upon the exercise of the Warrant or the exercise price thereof, then, at the Purchaser’s option which may be exercised in the Purchaser’s sole discretion, the Company shall make appropriate adjustments with respect to the Securities to be issued to the Purchasers under this Agreement such that the Purchasers shall receive the benefit of such adjustments under the Warrant as if the provisions of the Warrant applied thereto mutatis mutandis and such Securities had been outstanding as of the date of such action in a manner that provides the Purchasers with substantially the same economic benefit from this Agreement as the Purchasers had prior to the applicable transaction. (c) In the event this Agreement is terminated by the Purchaser pursuant to Sections 6.16(a)(iv), (vi) or (vii) and, within 12 months of the date of such termination the Company or any of its Subsidiaries engages in or becomes subject to, or enters into an agreement to engage in or become subject to, any alternate recapitalization, reorganization or capital-raising transaction, then the Purchasers shall have the right to participate in such transaction on terms no less favorable to the Purchasers than as provided for in this Agreement (and in any event no less favorable to the Purchasers than provided to any other participant in such alternate transaction), and the Company shall take all actions reasonably requested by the Purchasers in order to allow the Purchasers to fully exercise such right and participate in such transaction. (d) Prior to Closing, notwithstanding anything in this Agreement to the contrary, the Company shall not directly or indirectly effect, agree to effect or cause to be effected any transaction with a third party that would reasonably be expected to result in a Change in Control unless such third party shall have provided prior assurance in writing to the Purchasers (in a form that is reasonably satisfactory to the Purchasers) that the terms of this Agreement shall be fully performed (i) by the Company or (ii) by such third party if it is the successor of the Company or if the Company is its direct or indirect subsidiary. For the avoidance of doubt, it is understood and agreed that, in the event that a Change in Control occurs on or prior to the Closing, the Purchasers shall maintain the right under this Agreement to acquire, pursuant to the terms and conditions of this Agreement, the Securities (or such shares of stock or other securities or property (including cash) into which the Securities may have become exchangeable as a result of such Change in Control), as if the Closing had occurred immediately prior to such Change in Control. As used herein, “Change in Control” shall be deemed to occur if (i) there occurs a change in control of the Company of the nature that would be required to be reported in response to item 6(e) of Schedule 14A of Regulation 14A or Item 5.01 of Form 8-K promulgated under the 1934 Act (or if neither item remains in effect, any regulations issued pursuant to the 1934 Act which serve similar purposes); (ii) any “Person” (as such term is used in Sections 13(d) and 14(d)(2) of the ▇▇▇▇ ▇▇▇) is or becomes a beneficial owner, directly or indirectly, of Company Securities representing 50% percent or more of the total voting power of the Company’s then outstanding shares of capital stock; (iii) the Company shall have merged into, consolidated with or effected an amalgamation with another company, or merged another company into the Company, on a basis whereby less than 50% of the total voting power of the surviving company is represented by shares held by former shareholders of the Company prior to such merger, consolidation or amalgamation; or (iv) the Company shall have sold, transferred, pledged or exchanged all, or substantially all, of its assets to another Person.

  • Alternative Resolution Methods Any time during the grievance process, by mutual consent, the parties may use alternative methods to resolve the dispute. If the parties agree to use alternative methods, the time frames in this Article are suspended. If the selected alternative method does not result in a resolution, the Union may return to the grievance process and the time frames resume. Any expenses and fees of alternative methods will be shared equally by the parties.