Ability to Respond to Unsolicited Superior Proposal Sample Clauses

Ability to Respond to Unsolicited Superior Proposal. If, at any time prior to the approval of the Arrangement Resolution at the Meeting the Company receives an unsolicited bona fide written Acquisition Proposal and, among other things, the Board of Directors (with the Non-Participating Directors abstaining from voting) first determines, in good faith, upon the recommendation of the Special Committee, the Company’s financial advisors and outside legal counsel, that such Acquisition Proposal constitutes, or is reasonably expected to result in, a Superior Proposal and that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties, the Company may enter into or participate in discussions or negotiations with such Person regarding such Acquisition Proposal. In such event, the Company is nevertheless required to hold the Meeting and cause the Arrangement to be voted on at the Meeting. The $885,000 Termination Fee payable by the Company in certain circumstances is reasonable and consistent with prevailing market terms. Further, in the view of the Special Committee and the Board of Directors, the Termination Fee would not preclude a third party from making a Superior Proposal.
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Related to Ability to Respond to Unsolicited Superior Proposal

  • Request for Proposal Once the project development stage and joint scope meeting have produced a County approved Detailed Scope of Work, the County will issue a Request for Proposal (RFP) to the Contractor. The RFP will include the Scope of Work approved by the County and other pertinent information with regards to scheduling, submittals, shop drawings and sketch requirements. The Contractor agrees to prepare and submit a JOC Task Order Proposal of Work.

  • PROPOSAL SUBMISSION 1. Timely Proposal Submittal. Proposals must be submitted as described herein to the Purchasing & Contracting Department (P&C).

  • Request for Proposals A State request inviting proposals for Goods or Services. This Contract shall be governed by the statutes, regulations and procedures of the State of Connecticut, Department of Administrative Services.

  • Interview Questions Explanation Why do you want to be a Board member? What specific skills would you bring to the Board? Please give specific examples of your ability in interpersonal relationships and teamwork. What do you see as the role of a Board member? What have you done to prepare yourself for the challenges of being a Board member? Interview questions are at the Board's sole discretion. This list is not exhaustive, but it may help the Board tailor its questions toward finding a candidate who will approach Board membership with a clear understanding of its demands and expectations along with a constructive attitude toward the challenge. The Board may also want to consider allowing an equal amount of time for each interview. Please describe your previous community or non-profit experiences. What areas in the district would you like to see the Board strengthen? See IASB's Recruiting School Board Candidates, available at: xxx.xxxx.xxx/xxxxxxxx/xxxxxxxxxx.xxx A prospective candidate to fill a vacancy may raise other specific issues that the Board will want to cover during an interview. What is your availability to meet the time, training commitments, and other responsibilities required for Board membership? Describe what legacy you would like to leave behind. Conduct interviews with candidates (interviews may occur in closed session pursuant to 5 ILCS 120/2(c)(3)). Interview Plan Explanation In each interview, the Board President will: Introduce Board members to the candidate at the beginning of the interview. Describe the Board's interview process, selection process, and ask the candidate if he or she has questions about the Board's process for filling a vacancy by appointment. Describe the District's philosophy or mission statement. Describe the vacancy for the candidate by reviewing the: (1) qualifications, and (2) general duties and responsibilities of the Board and the Board members, including fiduciary responsibilities, conflict of interest, ethics and gift ban, and general Board member development. Begin asking the interview questions that the Board developed. Ask the candidate whether he or she has any questions for the Board. Thank the candidate and inform the candidate when the Board expects to make a decision and how the candidate will be contacted regarding the Board's decision. The Board President will lead the Board as it interviews prospective candidates. See Board policy 2:110, Qualifications, Term, and Duties of Board Officers. The president presides at all meetings. 105 ILCS 5/10-13. The Board may also want to consider allowing an equal amount of time for each interview. Fill vacancy by a vote during an open meeting of the Board before the 60th day (105 ILCS 5/10-10, amended by P.A. 101-67, eff. 1-1-20). Assist the appointed Board member in filing his or her statement of economic interest (5 ILCS 420/4A-105(c). Announce the appointment to District staff and community. Announcement Explanation The Board appointed [appointee's name] to fill the vacancy on the Board. The appointment will be from [date] to [date]. The Board previously established qualifications for the appointee in a careful and thoughtful manner. [Appointee's name] meets these qualifications and has demonstrated the willingness to accept the duties and responsibilities of a Board member. [Appointee's name] brings a clear understanding of the demands and expectations of being a Board member along with a constructive attitude toward the challenge. The contents of the appointment announcement and length of time it is displayed are at the Board's sole discretion. The Board may want to consider announcing the appointment during its meeting and also by posting it in the same places that it posted the vacancy announcement. See Board policy 8:10, Connection with the Community. Administer the Oath of Office and begin orientation. Guidelines Explanation See Board policy 2:80, Board Member Oath and Conduct. Each individual, before taking his or her seat on the Board, must take an oath in substantially the form given in 105 ILCS 5/10-16.5. See Board policy 2:120, Board Member Development, and 2:120-E, Guidelines for Serving as a Mentor to a NewSchool Board Member. Orientation assists new Board members to learn, understand, and practice effective governance principles. See the IASB Foundational Principles of Effective Governance, available at: xxx.xxxx.xxx/xxxxxxxxxx_xxxxx.xxx. Inform IASB of the newly appointed Board member's name and directory information. DATED : December 16, 2019 Ottawa THSD 140

  • Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.

  • Rejection of Proposals The County reserves the right to reject any and all proposals or to accept the proposal or any part thereof which it determines to best serve the needs of the County and to waive any informalities or irregularities in the proposals. While cost is a factor in any contract award, it is not the only factor and may not be the determining factor.

  • Financial Proposal Tender Forms – prices By submitting this tender, the tenderer commits to performing this public contract in conformity with the provisions of the Tender Specifications/ – and explicitly declares accepting all conditions listed in the Tender Specifications and renounces any derogatory provisions such as his own general sales conditions. The unit prices and the global prices for each item in the inventory are established relative to the value of these items in relation to the total value of the tender. All general and financial costs as well as the profits are distributed between the various items in proportion to their weight. The value added tax is dealt with on a separate line in the summary bill of quantities or the inventory, to be added to the tender's value. The tenderer commits to performing the public contract in accordance with the provisions of the Tender Specifications for the following prices, given in euros and exclusive of VAT: Should this tender be approved, the performance bond will be constituted under the conditions and deadlines stipulated in the Tender Specifications. The confidential information and/or the information relating to technical or business secrets is indicated clearly in the tender. In order to correctly compare the tenders, the duly signed information or documents mentioned under Preparation of Tenders.

  • Clarification of Proposals Evaluations will be in accordance with the selection criteria set forth in the proposal request. Upon completion of evaluations, the CO will issue a task order to the contractor whose proposal provides the best value to the Government.

  • Announcement Explanation School District Board Member Vacancy The School District is accepting applications to fill the vacancy resulting from [reason for vacancy] of [former Board member's name]. The contents of a vacancy announcement, how it is announced, and where it is posted are at the Board's sole discretion. The Board may want to announce the vacancy and its intent to fill it by appointment during an open meeting. The announcement may be posted on the District's website and in the local newspaper(s). The individual selected will serve on the School Board from the date of appointment to [date]. The length of the appointment depends upon when during the term of office the vacancy occurred. See 105 ILCS 5/10-10 and Board policy 2:70, Vacancies on the School Board - Filling Vacancies, to determine the length of the appointment. The School District [School District's philosophy or mission statement]. See Board policy 1:30, School District Philosophy, for the District's mission statement that is specific to the community's goals. Applicants for the Board vacancy must be: [Board's list of qualifications]. See checklist item titled Develop a list of qualifications for appointment of a person to fill the vacancy above. Applicants should show familiarity with the Board's policies regarding general duties and responsibilities of a Board and a Board member, including fiduciary responsibilities, conflict of interest, ethics and gift ban. The Board's policies are available at [locations]. Listing this along with the Board's list of qualifications assists candidates in understanding a Board member's duties and responsibilities and may facilitate a better conversation during the interview process. See Board policies: 2:20, Powers and Duties of the School Board; Indemnification; 2:80, Board Member Oath and Conduct; 2:100, Board Member Conflict of Interest; 2:105 Ethics and Gift Ban; and 2:120, Board Member Development. Applications may be obtained at [location and address and/or website] beginning on [date and time]. Completed applications may be turned in by [time and date] to [name and title of person receiving applications]. See action item titled Decide who will receive completed vacancy applications above. Publicize the vacancy announcement by placing it on the District's website, announcing it at a meeting, and/or advertising it in the local newspaper(s). Accept and review applications from prospective candidates (see Decide who will receive completed vacancy applications above). Contact appropriate applicants for interviews (see Decide who will receive completed vacancy applications above). Develop interview questions.

  • Additional proposals If the Company at any time during the continuance of this Agreement desires to modify expand or otherwise vary its activities carried on pursuant to this Agreement beyond those specified in any approved proposal, it shall give notice of such desire to the Minister and within 2 months after giving such notice shall submit to the Minister detailed proposals in respect of such modifications expansions or variations and such other matters as the Minister may require. The provisions of clause 4 and 5 (including (for the avoidance of doubt) clause 5(9)) shall apply, the necessary changes being made, to proposals submitted pursuant to this clause.

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