Alternative Transaction. If the Purchaser concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Arrangement whereby the Purchaser and/or its affiliates would effectively acquire all the Shares or all or substantially all of the business, properties and assets of the Company on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Shareholder that are, in its, his or her reasonable objective opinion, equivalent to or better than those contemplated by this Agreement and the Arrangement Agreement (any such transaction is referred to as an “Alternative Transaction”), then the Shareholder agrees to support the completion of the Alternative Transaction, including, if necessary, by tendering or voting the Owned Shares to a take-over bid or in favour of a special resolution approving the Alternative Transaction.
Alternative Transaction. In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.
Alternative Transaction. If the Offeror determines it is necessary or desirable to proceed with another form of transaction (an “Alternative Transaction”) whereby the Offeror would acquire following completion of such Alternative Transaction all or substantially all of the Units outstanding or all or substantially all of the assets of the Fund and its subsidiaries on economic terms which, in relation to the Seller, are at least equivalent to or better than those contemplated by the Offer, the Seller shall support the completion of such Alternative Transaction. If any Alternative Transaction involves a meeting or meetings of the unitholders, the Seller shall vote in favour of any matters necessary or ancillary to the completion of the Alternative Transaction. In the event of any proposed Alternative Transaction, the references in this Agreement to the Offer shall be deemed to be changed to “Alternative Transaction” and all provisions of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction.
Alternative Transaction. If the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with an Alternative Transaction in accordance with the provisions of the Support Agreement, then the Seller irrevocably covenants to support the completion of such Alternative Transaction, including, if applicable, by voting the Seller’s Securities in favour of any resolution or resolutions approving such Alternative Transaction; provided that the Company has determined that such Alternative Transaction would not result in a delay or time to completion materially longer than the Contemplated Transactions and is otherwise not materially prejudicial to the Shareholders.
Alternative Transaction. In the event that, in lieu of the Transactions, Xxxxxxx seeks to complete the acquisition of all of the Shares by some other means and on terms which are not less favourable to the Shareholder than the terms of the Transactions, including with regard to tax consequences to the Shareholder, and that are agreed to by IPC and IPC Corp., then the Shareholder shall, for greater certainty, during the term of this Agreement, upon request, (i) enter into any agreement with any other person regarding such transaction; and/or (ii) vote or cause to be voted all of the Shares in favour of, and not dissenting from, such transaction.
Alternative Transaction. Upon the earliest to occur of (1) a Gaming Approval Failure after the completion of the Regulatory Period, (2) the commencement of an Alternative Transaction process pursuant to Section 2(d)(ii)(2) above and (3) the commencement of an Alternative Transaction process pursuant to Section 4(l)(i) below, then upon any such occurrence, Owner shall use commercially reasonable efforts to sell the Property as promptly as practicable to an alternative purchaser (an “Alternative Transaction”) (i) for the then fair market value of the Property but in any event for no less than the Purchase Price that would otherwise be determined in accordance with this Agreement and (ii) otherwise on terms consistent with the terms of a Call Right transaction contemplated hereunder (including the lease back of the Property to the Lessee under the terms of the Property Lease and for the Property Lease Rent). Owner and Propco shall use commercially reasonable efforts to coordinate the marketing of the Property in connection with any Alternative Transaction, including (i) the selection of a financial advisor reasonably acceptable to both Owner and Propco and (ii) the appointment of an observer selected by Propco to monitor the marketing process. Upon the closing of any Alternative Transaction, the net cash proceeds of the sale of the Property will be allocated (i) first, to Owner in an amount not to exceed the Purchase Price that would otherwise be determined in accordance with this Agreement and (ii) any excess of such amount, to Propco (subject to any necessary approvals from applicable Gaming Authorities required for Owner to pay, and Propco to receive, such funds). If an Alternative Transaction is launched to the market but ultimately not consummated, notwithstanding the good faith, commercially reasonable efforts of the Parties during the Alternative Transaction Period, then, if there is sufficient time remaining in the Alternative Transaction Period to launch a subsequent Alternative Transaction to the market, and Propco reasonably believes that a subsequent Alternative Transaction has a reasonable chance of being consummated, taking into account changes in market conditions and other relevant factors, the provisions of this Agreement shall continue to apply to such subsequent Alternative Transaction until the expiration of the Alternative Transaction Period. If there is a dispute between the Parties regarding whether a subsequent Alternative Transaction has a reasonable chance o...
Alternative Transaction. If the Company does not proceed with the Offering for any reason(s) within the scope of its control, and if the Company enters into any Alternative Transaction (as defined below) to the Offering contemplated hereunder during the term of this Agreement or within six (6) months following a termination of this Agreement (including where the Company and the Agent are not able to agree on the terms of the Offering), the Company agrees to pay to the Agent, at or prior to completion of any such Alternative Transaction, in addition to any expenses required to be reimbursed (as per Section 15) herein), the full amount of Agent’s Fees which would have been payable to the Agent had the Offering been completed for gross proceeds of $2.5 million. For greater certainty, where the Agent terminates the Offering in accordance with this Agreement, the Company shall not be obligated to pay the Agent’s Fees, but the Company shall remain liable for any and all reasonable fees and expenses incurred by the Agent (and their legal counsel) up to the date of termination (as per Section 15).
Alternative Transaction. Seller shall not, and shall cause its Subsidiaries (including the Brand Companies) and its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly facilitate, induce or encourage the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Alternative Transaction Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by Seller, any of its Subsidiaries (including the Brand Companies) or its or their respective Representatives shall be deemed to be a breach of this Section 7.21(a) by Seller. Seller will, and will cause each of the Brand Companies and each of its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Alternative Transaction Proposal. Seller agrees that it will take all commercially reasonable steps to promptly inform its Representatives of the obligations undertaken in this Section 7.21(a).
Alternative Transaction. The Company shall not and will cause the Company Subsidiaries not to, (i) permit any of its or its subsidiaries’ officers, directors, attorneys or financial advisors (or its or its subsidiaries’ other employees, agents or representatives who have the authority to act on behalf of the Company or the Company Subsidiaries regarding any Alternative Transaction) (collectively, “Representatives”) to, directly or indirectly, solicit, initiate, seek, endorse, recommend or support, or knowingly encourage or facilitate, any inquiry, proposal or offer from, furnish any non-public information to, or participate in any discussions or negotiations with, or enter into any agreement with, any party or group regarding any Alternative Transaction (except to disclose the existence of the provisions of this Section 5.2), (ii) approve, endorse or recommend any Alternative Transaction (except to the extent specifically permitted by Section 5.2(d)), or (iii) enter into any letter of intent or similar document or any contract, agreement or commitment (whether binding or not) contemplating or otherwise relating to any Alternative Transaction Proposal. The Company will, and will cause its Subsidiaries and Representatives to, immediately cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Alternative Transaction Proposal, and, upon Acquiror’s request, shall request the prompt return or destruction of all confidential information previously furnished to any Person with which the Company, its Subsidiaries or Representatives have engaged in any such activities within the 12-month period preceding the Agreement Date. The Company will, and will cause its Subsidiaries and Representatives to, use reasonable best efforts to enforce (and will not waive any provisions of) any confidentiality or standstill agreement (or any similar agreement) to which the Company of any of its Subsidiaries is a party relating to any such Alternative Transaction Proposal. Any breach of the foregoing provisions of this subsection by any of the Company Subsidiaries or Representatives shall be deemed to be a breach by the Company.
Alternative Transaction. In the event that the Company withdraws from the Offering, after the date of the Letter Agreement in order to complete an Alternative Transaction (which transaction is completed within 12 months of the withdrawal from the Offering), the Company shall pay to the Agent promptly upon closing the Alternative Transaction a fee equal to the maximum amount of fees otherwise payable under this Agreement calculated on the basis of the maximum offering of securities proposed hereunder.