Competing Offer Clause Samples

Competing Offer. A Competing Offer must be a bona fide, arm’s length, written offer on NWMLS or similar forms, containing all material terms necessary for an enforceable agreement which (a) requires the full purchase price to be paid in cash at closing; (b) provides for closing no later than days (60 days if not filled in) from the date of this offer; and (c) is not contingent on the sale of the buyer’s property. A Competing Offer may include other conditions, such as a buyer’s pending sale of property contingency

Competing Offer. 15.1.1 Notwithstanding anything to the contrary contained in clauses 3.2 or 14, prior to the End of the Acceptance Period, in the event that the Company receives an unsolicited bona fide written Alternative Proposal (whereby for purposes of this clause, any reference in the definition of "Alternative Proposal" to "twenty percent (20%)" shall be deemed to be a reference to "fifty percent (50%)") that did not result from or arise in connection with a breach of clauses 14 or 15, made by a Person who, in the reasonable opinion of the Company (including the Supervisory Board), is a bona fide third-party and which proposal the Boards determine in good faith, after consultation with their outside legal counsel and financial advisors, would reasonably be expected to become a Competing Offer, then, the Company may take the following actions: (a) the Company shall be permitted to provide non-public information with respect to the Company and its Subsidiaries to the Person(s) making such Alternative Proposal, but only if (A) such Person(s) has entered into a confidentiality agreement with the Company containing terms at least as restrictive to such Person(s) as the terms contained in the Confidentiality Agreement are to the Buyer, and which shall not contain any exclusivity provision or other term that would restrict, in any manner, the Company's ability to consummate the Transactions or to comply with its disclosure obligations to the Buyer pursuant to this Agreement and (B) prior to or contemporaneously with furnishing any such non-public information to such Person(s), it furnishes such non-public information to the Buyer to the extent the Buyer has not previously been provided with such information; and (b) the Company shall be permitted to consider such Alternative Proposal and engage in discussions or negotiations regarding such Alternative Proposal. 15.1.2 In addition to the obligations of the Company set forth in clauses 14 and 15, as promptly as practicable (and in any event within forty-eight (48) hours) after receipt of any Alternative Proposal or any request for non-public information or any inquiry that would reasonably be expected to lead to any Alternative Proposal, the Company shall provide the Buyer with written notice of the material terms and conditions of such Alternative Proposal, request or 69 / 107 inquiry, and the identity of the Person(s) making any such Alternative Proposal, request or inquiry, if not previously provided. Commencing upon the ...

Competing Offer. If prior to Seller’s execution of the Sale Agreement, seller receives a competing offer (a bona fide, arm’s length offer on this property under comparable terms and conditions) and that the competing offer (s) offer has not expired or been withdrawn or otherwise been rendered ineffective when this offer is accepted, then Buyer and Seller agree to be bound by the terms of this Escalation Addendum.

Competing Offer. If prior to the Scheme becoming effective: 2.1.1 a third party announces a firm intention pursuant to Rule 2.7 of the Code to acquire the entire issued and to be issued ordinary share capital of the Company and the consideration payable to each Share under such proposal represents a premium of more than 10 per cent. to the price per share being offered at that time by the Offeror (a “Competing Offer”); and 2.1.2 Bidco does not increase the consideration to be paid for the Shares pursuant to the Offer to at least an equivalent amount per share within seven days of the Competing Offer, then, notwithstanding any other terms of this letter, we may accept or exercise the voting rights attaching to our Shares, or undertake to accept or exercise the voting rights attaching to our Shares in favour of that Competing Offer.

Competing Offer. Without limiting the generality of the right of the Board of Directors of Evox to cancel or change the Recommendation based upon its Fiduciary Duties, in the event a third party publishes its decision to offer to purchase all Shares and the Loan Notes through a public tender offer (“Competing Offer”), the Board of Directors of Evox may, subject to Section 3.2 and the provisions of this Section 1.4.2.2, at any time prior to the Closing Date, cancel or change the Recommendation if it reasonably and in good faith considers, after taking advice from reputable external legal counsel and financial advisors and comparing the consideration and other terms and conditions, judged as a whole, of the Competing Offer with KEMET’s offer (as possibly enhanced as described below) pursuant to this Agreement, that it would no longer be in the best interest of the Evox shareholders or holders of the Loan Notes to accept the Tender Offer. Notwithstanding anything to the contrary set forth in the preceding paragraph, the Board of Directors of Evox may cancel or change the Recommendation only if prior to such cancellation or change, the Board of Directors of Evox has provided KEMET with a reasonable opportunity to discuss with a representative of the Board of Directors of Evox about matters arising from the Competing Proposal (as defined below) and allowed KEMET five (5) banking days from the date of KEMET having been informed of the identity of the party having made the Competing Proposal as well as of the price and terms and conditions of the Competing Proposal as set forth in Section 3.2, to enhance its offer pursuant to this Agreement. If KEMET would enhance its offer pursuant to the above so as to, in the reasonable opinion of the Board of Directors of Evox rendered in good faith, be at least equally favourable to the shareholders as the Competing Proposal, the Board of Directors of Evox shall confirm and uphold the Recommendation for the Tender Offer, as enhanced.

Competing Offer. “Competing Offer” means a bona fide, arm’s length offer for the property under comparable terms and conditions that has not expired or been withdrawn when this offer is accepted. The net amount of a competing offer shall be the stated amount (or the maximum amount if the competing offer contains a price escalation clause) less any seller credits or other price adjustments such as credits for the buyers closing cost.

Competing Offer. If prior to the Scheme becoming effective, a third party announces a firm intention pursuant to Rule 2.7 of the Code (a “Firm Third Party Offer”) to acquire the entire issued and to be issued ordinary share capital of Target and the consideration payable for each Share under such Firm Third Party Offer is 210p or more (a “Competing Offer”) then, notwithstanding any other terms of this Undertaking, we may accept or exercise the voting rights attaching to our Shares, or undertake to accept or exercise the voting rights attaching to our Shares, in favour of that Competing Offer and all of our obligations pursuant to this Undertaking will lapse and cease to have effect.

Competing Offer. 21.1 A Potential Competing Offer is an unsolicited written proposal to make a (public) offer for all Shares or all or substantially all of the assets of the Ziggo Group or a merger or reverse takeover of Ziggo, made by a party who, in the reasonable opinion of Ziggo (including the Supervisory Board), is a bona fide third party and which proposal in the reasonable opinion of Ziggo (including the Supervisory Board), having consulted its financial and legal advisors and considering, among others, level and character of consideration, certainty of financing, conditionality, integrity of the business and position of employees, could reasonably be expected to become a Competing Offer. 21.2 In the event a Potential Competing Offer is made:

Competing Offer. SCF agrees to give the Company within ten (10) days following such occurrence written notice of the occurrence of an "Event" as that term is hereinafter defined. For purposes of this Section 4, an Event is any of the following: