Unsolicited Proposals Clause Samples
The Unsolicited Proposals clause governs how proposals or offers that are submitted without a prior request from the receiving party are handled. Typically, this clause outlines the process for reviewing, accepting, or rejecting such proposals, and may specify that the recipient is under no obligation to consider or respond to them. Its core function is to protect the recipient from unwanted or unexpected business offers, ensuring that only proposals solicited through proper channels are formally considered, thereby reducing administrative burden and potential legal complications.
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Unsolicited Proposals. (a) Subject to SECTION 5.3(b) and SECTION 5.3(c) and except as expressly permitted by this SECTION 5.2, until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with ARTICLE VII, the Company shall not, and the Company shall cause its Subsidiaries not to, and the Company shall direct and use its reasonable best efforts to cause its directors, officers, employees, investment bankers, attorneys, accountants and other advisors, agents and representatives (collectively, the “Representatives”) and its Subsidiaries’ Representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub), (i) solicit, initiate, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or furnish to any third party information or provide to any third party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries, in each case in connection with an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to an Acquisition Proposal, or for the purpose of encouraging or facilitating an Acquisition Proposal, (iii) enter into any letter of intent, agreement, contract, commitment or agreement in principle (other than an Acceptable Confidentiality Agreement in accordance with this SECTION 5.2) with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement, (iv) approve, support, adopt or recommend any Acquisition Proposal, or (v) resolve or agree to do any of the foregoing. From and after the execution of this Agreement, the Company shall, and shall cause its Subsidiaries to, and shall direct the Company’s and its Subsidiaries’ Representatives to, (A) immediately cease and terminate any existing discussions or negotiations with any third party, theretofore conducted by the Company, its Subsidiaries or their respective Representatives with respect to an Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to...
Unsolicited Proposals. (a) Envestra and its Representatives may respond to any Unsolicited Competing Proposal, including:
(i) entering into, continuing or participating in negotiations or discussions with any person regarding or in connection with an Unsolicited Competing Proposal;
(ii) allowing any such party and its Representatives to undertake due diligence on Envestra or its Related Bodies Corporate in connection with an Unsolicited Competing Proposal; and
(iii) making available to any person and its Representatives or permit such person and its Representatives to receive any non-public information relating to Envestra or its Related Bodies Corporate in connection with an Unsolicited Competing Proposal.
(b) Nothing in clauses 2, 4, 7 or 11.3 prevents any action by or on behalf of Envestra that is permitted by clause 11.2.
Unsolicited Proposals. Notwithstanding subparagraph (i), GCX may consider an unsolicited Third Party Plan if and only if the Court finds that (A) the Third Party Plan would provide for a material increase in the aggregate value of the consideration being paid for all of the GCX Business and Assets compared to the Plan, (B) the Third Party Plan is fully-financed and the third party is otherwise capable of performing its obligations thereunder, and (C) GCX may consider the Third Party Plan.
Unsolicited Proposals. A. Agency COs may receive unsolicited ESPC proposals from IDIQ contract holders. If, after receiving an unsolicited proposal, the agency CO decides to pursue an ESPC task order under this contract, the agency CO shall use the ordering procedures defined above in section H.
3.1. The contractor submitting the unsolicited proposal shall mark any proprietary or restricted data in the proposal. The agency shall not
B. Agency COs may receive marketing information up to and including an unsolicited PA. A PA, however, does not constitute an unsolicited proposal. Under this contract, a proposal is defined as a written, binding offer from a contractor that includes technical and price proposals and the text of any financing agreement (including a lease-acquisition). Although a PA may include a technical concept and price assessment, it is not a binding offer and does not include the text of a financing agreement.
C. When an agency CO receives any unsolicited material from a contractor that is less than a proposal, as defined above, the agency CO may handle this material according to local or agency-wide procedures for marketing. The contractor submitting the unsolicited material shall mark any proprietary or restricted data in the material. If the agency CO decides to consider a potential ESPC project after receiving this material, the agency CO may include the material as part of market research. However, the agency CO shall ensure that no proprietary information is used to develop notices or solicitations, or conduct negotiations with other contractors. The agency CO shall use the ordering procedures defined above in section H.3.1.
Unsolicited Proposals. Notwithstanding the provisions of Section 2.1 above, Guarantor may and may permit the Affiliates to furnish information to or enter into discussions or negotiations with any person that makes an unsolicited bona fide Acquisition Proposal to acquire all or substantially all of the Properties, whether by merger, purchase of partnership interest or assets or otherwise, if the Board of Directors of the Guarantor determines in good faith that the Acquisition Proposal, if consummated, could result in an Alternative Transaction more favorable to the Guarantor's stockholders from a financial point of view than the consummation of the transactions contemplated pursuant to the Purchase Agreement (any such Proposal being referred to herein as a "Superior Proposal"). For purposes of this Agreement, the term "Acquisition Proposal" shall mean any inquiry or the making or implementation of any proposal or offer with respect to a merger, acquisition, or similar transaction involving the direct or indirect purchase of the Properties. For the purpose of the first sentence of this Section 2.2,
Unsolicited Proposals. (a) (i) The Company shall not, nor shall the Company permit any of the Company Subsidiaries to, nor shall the Company authorize or knowingly permit any of its Representatives or any of its Subsidiaries’ Representatives to, and the Company shall not publicly propose to, directly or indirectly (other than with respect to Parent and Merger Sub), (A) solicit, initiate, knowingly facilitate or knowingly encourage (provided, however, that supplying non-public information in the ordinary course of business shall not be prohibited) any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, an Acquisition Proposal, (B) knowingly engage in, continue or otherwise participate in any discussions or negotiations with any Third Party regarding, or furnish to any Third Party information or provide to any Third Party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries in connection with or for the purpose of encouraging or facilitating, an Acquisition Proposal or (C) enter into any letter of intent, agreement, contract, commitment or agreement in principle with respect to an Acquisition Proposal or enter into any agreement, contract or commitment requiring the Company to abandon, terminate or fail to consummate the transactions.
Unsolicited Proposals. The PARTIES shall not consider unsolicited proposals for a public private partnership for the PROGRAM.
Unsolicited Proposals. To the extent required by the fiduciary duties of its directors under applicable law, each of Parent and the Company may furnish information to, and negotiate or otherwise engage in discussions with, any party (a "Third Party") who (i) delivers a bona fide written Takeover Proposal which was not solicited or initiated by it, directly or indirectly, after the date of this Agreement and (ii) enters into an appropriate confidentiality agreement with it, if, but only if, its Board of Directors determines in good faith by a majority vote that such proposal could reasonably be expected to lead to a Superior Transaction; provided further, that nothing in this Agreement shall prevent Parent from complying with the provisions of Rule 14e-2 under the Exchange Act with respect to a Takeover Proposal.
Unsolicited Proposals. 52 Section 6.03
Unsolicited Proposals. (a) If MDUC receives an unsolicited, written or oral proposal for merger, acquisition or similar transaction (“Proposal”) by any Person at any time prior to the MDUC Shareholders’ meeting, MDUC may, prior to (but not after) obtaining the MDUC Shareholder approval, take the following actions if the MDUC Board of Directors has determined, in its good faith judgment (after consultation with financial advisors and outside legal counsel), that such Proposal constitutes or could reasonably be expected to lead to a financially superior proposal and that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable law, then MDUC shall be allowed to furnish information to, and enter into discussions and negotiations with, such Person with respect to such Proposal.
(b) Promptly (but in no event more than 24 hours) following receipt of any Proposal or any inquiry that could reasonably be expected to lead to any written Proposal, MDUC shall advise Multiband in writing of the receipt of such Proposal, request or inquiry, and the general terms and conditions of such Proposal, request or inquiry. In addition, MDUC shall provide Multiband as promptly as practicable all such information as is reasonably necessary to keep Multiband informed on a current basis in all material respects of all communications regarding (including material amendments or proposed material amendments to) such Proposal, request or inquiry.
(c) Notwithstanding anything herein to the contrary, at any time prior to the MDUC Shareholders’ meeting, if MDUC has received a Proposal (after giving effect to the terms of any revised offer by Multiband), the MDUC Board of Directors may make a change in its recommendation of the Merger if it has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable law.
(d) Nothing contained in this Agreement shall prevent MDUC or its Board of Directors from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to a Proposal or from making any disclosure to MDUC Shareholders if MDUC’s Board of Directors (after consultation with outside legal counsel) concludes that its failure to do so would be inconsistent with its fiduciary duties under applic...