Other Proposals Clause Samples
The "Other Proposals" clause defines how parties may handle or disclose the existence of proposals or offers from third parties during the course of their agreement. Typically, this clause outlines whether one or both parties are permitted to solicit, consider, or accept alternative proposals, such as competing bids or offers, while negotiations or a transaction is ongoing. For example, in a merger agreement, this clause might specify if the seller can entertain offers from other potential buyers. Its core function is to manage the risk of competing interests and ensure transparency, thereby protecting the parties' interests and clarifying expectations regarding exclusivity or competition during negotiations.
Other Proposals. For the avoidance of doubt, nothing in this Agreement shall require Stockholder to vote in any manner with respect to any amendment to the Merger Agreement or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement, in any such case, in a manner that (i) decreases the Exchange Ratio (other than any such decrease in accordance with Section 1.5(b) of the Merger Agreement), decreases the amount of Merger Consideration or changes the form of the Merger Consideration, (ii) imposes any material restrictions or any additional material conditions on the consummation of the Merger or the payment of the Merger Consideration to stockholders or (iii) extends the End Date. Except as expressly set forth in this Section 3, Stockholder shall not be restricted from voting in any manner with respect to any other matters presented or submitted to the stockholders of the Company.
Other Proposals. (a) From the Original Agreement Date until the Closing Date, the Company shall not, and shall use its best efforts to ensure that its Affiliates, directors, officers, agents or other representatives (including, but not limited to, any investment banker, financial advisor, attorney or accountant) do not, directly or indirectly initiate any contact with, solicit, encourage or enter into or continue any negotiations, understandings or agreements with any Third Party with respect to, or in connection with, or furnish or disclose any non-public information regarding the Company or its Subsidiaries or their respective businesses to any Third Party in connection with, any Acquisition Proposal. Notwithstanding the foregoing, to the extent required by the fiduciary obligations of the Board of Directors of the Company after consultation with legal counsel, (i) the Company may, in response to an unsolicited request therefor, furnish non-public information with respect to the Company or its Subsidiaries or their respective businesses to any Qualified Third Party pursuant to a customary confidentiality agreement having terms no less favorable to the Company than those in the Confidentiality Agreement and discuss such information (but not any Acquisition Proposal and not any non-public information relating to the structure of the transactions contemplated hereby) with such Qualified Third Party and (ii) upon receipt by the Company of an Acquisition Proposal from a Qualified Third Party, if (A) the Company has complied fully and in a timely manner with its obligations to notify the Purchaser of the receipt of such Acquisition Proposal (and the identity of the offeror and the material terms of such proposal) in accordance with Section 6.02(b) hereof, (B) the Board of Directors of the Company has reasonably determined that such Acquisition Proposal, if consummated, would constitute an Overbid Transaction and (C) the Company has delivered a written notice to the Purchaser (an "Overbid Notice") advising it of the foregoing determination by the Board of Directors (which notice shall be accompanied by copies of the form of definitive agreement or other documentation proposed to be entered into in connection with the Acquisition Proposal, if any are then prepared), the Company may participate in discussions and negotiations with such Qualified Third Party regarding such Acquisition Proposal. Furthermore, if (v) the Company has delivered an Overbid Notice to the Purchaser (after...
Other Proposals. Any Shareholder desiring to propose any matter at a Shareholders’ meeting, other than the nomination of one or more persons for the election of Trustee or Trustees or a proposal to fix the number of Trustees (which shall be subject to the provisions of subparagraph (1) of paragraph (c) of this Section 12.1) shall set forth in the Shareholder’s notice required by this Section 12.1 (i) the exact text of the proposal to be presented; (ii) a brief written statement of the reasons why such Shareholder favors the proposal; and (iii) a brief written statement why the proposal is in the best interests of Shareholders.
Other Proposals. Except as otherwise set forth in this Section 9.2(a), the Sellers and their agents shall not solicit any proposal from any Person or Persons to acquire, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G (an "Alternative Transaction") or any inquiry which may result in such a proposal from any person (provided that in no event shall the filing of, submission of documents to or the presentation of evidence, testimony or information to the Bankruptcy Court constitute the solicitation of an Alternative Transaction). Notwithstanding anything herein to the contrary, negotiations and discussions by the Sellers with any party that previously submitted a written expression of interest (including, but not limited to, a markup of a form purchase agreement) in acquiring all or substantially all of the Business shall not
(i) furnish information with respect to the Sellers or the Business to any person or persons making such proposal or inquiry (which may include a person or persons that made inquiries or proposals prior to the date hereof), (ii) participate in discussions and/or negotiations regarding such proposal or inquiry and (iii) subject to approval by order of the Bankruptcy Court, enter into one or more agreements with any such person or persons with respect to a G&G Superior Proposal and, prior to or concurrently therewith, terminate this Agreement. "G&G Superior Proposal" means any bona fide proposal made by any person or persons to acquire, directly or indirectly, all or substantially all of the assets of the Business or more than 50% of the voting power of the equity securities of G&G on terms which the Boards of Directors of PRI and G&G determine in their good faith judgment to be more favorable to the Sellers than the transaction provided for in this Agreement (taking into account all factors relating to such proposed transaction deemed relevant by such Boards of Directors, including, but not limited to, the financing thereof, the proposed timing thereof and all other conditions thereto), including a recapitalization transaction approved by the appropriate Boards of Directors of the Sellers; provided, that no such proposal may be deemed a G&G Superior Proposal unless such proposal includes consideration which is in excess of the sum of (i) the Purchase Price, (ii) the Topping Fee (as defined below), which for purposes of this Section 9.2(a) shall be deemed to...
Other Proposals. Until the Release Time the Parent shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of the Parent, directly or indirectly, to: (i) initiate contact with any person or entity in an effort to solicit any Takeover Proposal (as such term is defined in this Section 4.01(i)); (ii) cooperate with, or furnish or cause to be furnished any non-public information concerning the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of the Parent to, any person or entity in connection with any Takeover Proposal; (iii) negotiate with any person or entity with respect to any Takeover Proposal; or (iv) enter into any agreement or understanding with the intent to effect a Takeover Proposal; provided, however, that the Parent shall be entitled to take any action described in the foregoing clauses (ii)-(iv) if and to the extent that the Board of Directors of the Parent determines in good faith, based on the advice of their respective
Other Proposals. Until the Release Time, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall not authorize or permit any officer, director, employee, counsel, agent, investment banker, accountant, or other representative of ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, directly or indirectly, to (i) initiate contact with any
Other Proposals. (a) From and after the date of this Agreement until the termination of this Agreement, neither Company, any of its Subsidiaries, nor any of their respective officers, directors, employees, representatives, agents or affiliates (including, without limitation, any investment banker, attorney or accountant retained by Company or any of its Subsidiaries) (collectively, "Responsible Parties") will directly or indirectly initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to any Transaction Proposal, or enter into or maintain or continue discussions or negotiate with any individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity ("Person") in furtherance of such inquiries or to obtain a Transaction Proposal or agree to or endorse any Transaction Proposal or authorize or permit any Responsible Party to take any such action; provided, however, that nothing contained in this Agreement shall prohibit the Company Board or the Special Committee from, prior to the Company Stockholders' Meeting, but subject to compliance with Section 6.3(b): (i) furnishing information to or entering into discussions or negotiations with any Person that makes a bona fide Transaction Proposal which was not directly or indirectly solicited in violation of this Section 6.3 only to the extent that: (1) the Company Board or Special Committee, after consultation with its financial advisors and after receipt of advice from independent outside legal counsel, determines in good faith that such action is necessary for the Board to comply with its fiduciary duties to shareholders under applicable law and (2) prior to taking such action Company provides prompt notice to Purchaser to the effect that it is furnishing such information to or entering into discussions or negotiations with such Person and receives from such Person an executed confidentiality agreement; (ii) failing to make or withdrawing or modifying its recommendation referred to in Section 1.10 if there exists a Transaction Proposal and the Company Board or Special Committee, after consultation with its financial advisors and after receipt of advice from independent outside legal counsel, determines in good faith that such action is necessary for the Company Board to comply...
Other Proposals. Notwithstanding anything in this Agreement or the Term Sheet to the contrary, PSC and its Affiliates may at all times (both before and after the execution of this Agreement and the filing of the Plan) respond to unsolicited offers (but for greater certainty may not, directly or indirectly, seek, solicit, encourage or initiate any discussions respecting any offers) relative to potential transactions which (i) restructure substantially all of the equity and debt of PSC and its Affiliates, and (ii) are demonstrably more favourable to the Consenting Lenders and the other stakeholders in PSC than the transactions set forth in the Term Sheet or in the Plan. Nothing in this Agreement binds any of the Consenting Lenders to agree to or vote in favour of any such alternate proposal.
Other Proposals. For the avoidance of doubt, nothing in this Agreement shall require Stockholder to vote in any manner with respect to any amendment to the Merger Agreement or the taking of any action that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement, in any such case, in a manner that (a) decreases the Exchange Ratio, decreases the amount of Merger Consideration or changes the form of the Merger Consideration; (b) imposes any material restrictions or any additional material conditions on the consummation of the Combination or the payment of the Merger Consideration to stockholders; or (c) extends the Termination Date. Except as expressly set forth in this Section 4, no Stockholder shall be restricted from voting in any manner with respect to any other matters presented or submitted to the stockholders of the Company.
Other Proposals. During the term of this Agreement, each school year, either party may negotiate any current Agreement language changes to provisions in Articles I through IV of this Agreement and five proposals, in addition to Salary Schedule, related to working conditions and/or compensation of the Members of the Bargaining Unit or the language of this Agreement, provided that nothing shall compel either party to agree to reopen or renegotiate the Agreement except as provided for in this Agreement.