Competing Proposal Clause Samples
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Competing Proposal. Except for the transactions contemplated by this Agreement, until the earlier of the Effective Time or the date of termination of this Agreement in accordance with its terms, Company shall not, nor shall Company authorize, cause or encourage any of its directors, officers, agents, employees, consultants, affiliates, shareholders, attorneys, accountants, financial advisors or other representatives (collectively, "Representatives") to, directly or indirectly: (i) solicit, encourage, initiate, engage, respond to, continue or participate in any negotiations or discussions with respect to an offer or proposal (whether formal or informal, oral, written, or otherwise) to acquire all or a material portion of Company's stock or assets, whether by purchase of stock or assets, license, joint venture, merger, consolidation, reorganization or other form of business combination, or otherwise (but other than in connection with Company's Series C Preferred financing) (a "Competing Proposal"), (ii) intentionally disclose any heretofore nonpublic information or Intellectual Property Rights of Company, or intentionally afford access to the properties, books or records of Company, to any person or entity concerning Company for the purposes of considering or formulating a Competing Proposal, (iii) assist, facilitate or encourage any person or entity to make a Competing Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving a Competing Proposal, or (v) authorize or permit any of Company's Representatives to take any action within the scope of the immediately preceding clauses (i) through (iv). If Company or Company's Representatives become aware of a Competing Proposal or if any request for nonpublic information or Intellectual Property Rights relating to Company or for access to the properties, books or records of Company is made by any person or entity that has made a Competing Proposal or has advised Company that it may be considering making a Competing Proposal, Company or Company's Representatives shall promptly notify Parent of the known material details of such Competing Proposal or request (including the identity of the person or entity making such Competing Proposal or request, the terms thereof and the information requested thereby) and shall promptly provide Parent with a copy of any Competing Proposal or request that is made in writing and copies of all written correspondence relating thereto. Thereafter, as...
Competing Proposal. The Union, like any vendor or contractor, may submit a bid proposal in writing to the City within the advertised deadlines. Any decision to award the contract shall be based upon standards that the City determines to be relevant to the purpose for contracting out.
Competing Proposal. Section 5.4(a) Confidentiality Agreement............................Section 5.4(a) Contracts...........................................Section 2.13(a) Damages.................................................Section 6.1
Competing Proposal. In the event the Company or its Parent receives a proposal (a ''Proposal'') for a transaction which would result in a Successor if completed, and the Company or its Parent determines to pursue or facilitate the Proposal, the Company or its Parent will in good faith seek to provide the Association with the opportunity to make a competing Proposal at such time and under such circumstances as the Board of Directors of UAL or the Company reasonably determines to be consistent with its or their fiduciary duties.
Competing Proposal. From and after the date hereof, Seller will not, directly or indirectly, encourage or solicit any inquiries or proposals by, or furnish any confidential information to, any person concerning a transaction involving a merger, acquisition or purchase of Shutters or any portion of their respective capital stock or assets (an "ALTERNATIVE TRANSACTION").
Competing Proposal. Section 5.5.(b) Confidentiality Letter........................................................Section 5.1. Contracts.....................................................................Section 3.22.(a)(x) Deferred Consideration........................................................Section 1.5.(a)(viii) Deferred Consideration Letter of Transmittal..................................Section 1.5.(b)(i) Dissenting Shares.............................................................Section 1.6. DOJ...........................................................................Section 5.8.
Competing Proposal during the Exclusivity Period a Competing Proposal is announced by a Third Party and, within 12 months of such announcement, the Third Party or an associate of the Third Party:
(i) completes in all material respects a transaction of the kind referred to in paragraph (b), (c) or (d) of the definition of Competing Proposal; or
(ii) without limiting clause 10.2(a)(i) above, has a relevant interest in at least 50% of Sirtex Shares, except where the Independent Expert concludes in the Independent Expert’s Report (or any update or variation to that report) that the Scheme is not in the best interests of Sirtex Shareholders, or adversely changes its previously given opinion in the Independent Expert’s Report (or any update or variation to that report) that the Scheme is in the best interests of Sirtex Shareholders (except in circumstances where the Independent Expert reaches that conclusion or makes that change as a result of a Competing Proposal having been announced or made public);
Competing Proposal. Notwithstanding anything to the contrary in this Section 8.11, nothing contained in Section 8.11 shall prohibit Seller, General Partner or WHLP from furnishing information to or entering into discussions or negotiations with any Person that makes a written unsolicited Acquisition Proposal after the date of this Agreement (a “Competing Proposal”), if in connection with furnishing such information to, or entering into discussions with, such Person, (i) Seller, prior to furnishing such information or entering into such discussions, provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions with, such Person, and (ii) the General Partner determines, in good faith and after consultation with its financial advisors and counsel, that such action is required for the General Partner to comply with its duties to the Limited Partners imposed by the WHLP Partnership Agreement or Applicable Law.
Competing Proposal. Except for the transactions contemplated by this Agreement, until the earlier of the Effective Time or the date of termination of this Agreement in accordance with its terms, Company shall not take (and since February 27, 2001, inclusive, Company has not taken), nor shall Company authorize, cause or encourage any of its directors, officers, agents, employees, consultants, affiliates, attorneys, accountants, financial advisers or other representatives (collectively, "REPRESENTATIVES") to, directly or indirectly: (i) solicit, encourage, initiate, engage, entertain, review, respond to, continue or participate in any negotiations or discussions with respect to an offer or proposal (whether formal or informal, oral, written, or otherwise) to acquire all or any part of Company's or any of its Subsidiaries' stock or assets, whether by purchase of stock or assets, license, joint venture, merger, consolidation, reorganization or other form of business combination, or otherwise (a "COMPETING PROPOSAL"), (ii) disclose any heretofore nonpublic information, or afford access to the properties, books or 35 records of Company or any of its Subsidiaries, to any person or entity concerning Company or any of its Subsidiaries for the purposes of considering or formulating a Competing Proposal, (iii) assist, cooperate with, facilitate or encourage any person or entity to make a Competing Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving a Competing Proposal, or (v) authorize or permit any of Company's Representatives to take any action within the scope of the immediately preceding clauses (i) through (iv). If Company or any of its Subsidiaries or Company's Representatives becomes aware of a Competing Proposal or if any request for nonpublic information relating to Company or any of its Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries is made by any person or entity that has made a Competing Proposal or has advised Company that it may be considering making a Competing Proposal, Company, any of its Subsidiaries or Company's Representatives shall within 24 hours notify Parent of the material details of such Competing Proposal or request (including the identity of the person or entity making such Competing Proposal, the terms thereof and the information requested thereby) and shall within 24 hours provide Parent with a copy of any Competing Proposal or request that i...
Competing Proposal. In the event that the Transaction Resolution fails to pass at the Purchaser Meeting following the announcement of a Competing Proposal and this Agreement is terminated, and provided that such Competing Proposal is ultimately effected, the Purchaser shall be obligated to pay to the Vendor a fee of $2,000,000 upon closing of the transaction effecting such Competing Proposal.