Alternative Transactions Clause Samples
The Alternative Transactions clause defines the rights and obligations of parties if one party pursues a transaction with a third party instead of completing the originally contemplated deal. Typically, this clause outlines what constitutes an alternative transaction, such as a sale, merger, or investment with another party, and may specify fees or penalties owed if such a transaction occurs. Its core function is to protect the interests of the original negotiating party by discouraging parties from abandoning negotiations in favor of more attractive offers without consequence, thereby allocating risk and ensuring fair dealing.
POPULAR SAMPLE Copied 2 times
Alternative Transactions. (a) From the date hereof until the earlier of the Closing and the termination of this Agreement (the "Exclusivity Period"), the Company shall not permit any of its Subsidiaries or Affiliates to, and shall not authorize or permit any of their Representatives to, directly or indirectly,
(i) solicit or initiate, or encourage the submission of, any Proposal,
(ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Proposal or Alternative Transaction, other than a transaction with Buyer, or
(iii) authorize, engage in, or enter into any agreement or understanding with respect to, any Alternative Transaction; provided however, to the extent required by the fiduciary obligations of the Board of Directors, as determined in good faith by the Board of Directors based on the advice of outside counsel, the Company may participate in such discussions or negotiations or furnish such information in response to an unsolicited Proposal with respect to, or authorize, engage in or enter into any agreement or understanding with respect to, a Business Combination; and provided further, that if the Company's Board of Directors, as determined in good faith by the Board of Directors based on the advice of outside counsel, deems it to be in the best interests of its Shareholders, the Company, its officers and its Directors may notify any party that initiates discussions regarding a potential Alternative Transaction, that it is engaged in the transactions contemplated by this Agreement and will not engage in any further communications while pursuing such transactions.
(b) The Company will promptly advise Buyer of, and inform Buyer of the terms of, any Proposal that the Company, any of its Subsidiaries or Affiliates or any of their Representatives may receive during the Exclusivity Period.
Alternative Transactions. (a) Between the Original Signing Date and the Closing Date, except for the issuance of shares of Common Stock issuable as of the Original Signing Date as set forth in Schedule 3.1(g) and the Securities being issued pursuant to this Agreement, the Company shall not (i) issue or agree to issue any additional shares of Common Stock or other securities which provide the holder thereof the right to convert such securities into shares of Common Stock or (ii) directly or indirectly, by act or omission, solicit, pursue, agree to, engage in or become subject to any recapitalization, reorganization or capital-raising transaction other than the transactions contemplated by the Transaction Documents.
(b) If, prior to Closing, the Company takes any action that would, if the Warrant were outstanding at such time, result in an adjustment to the Shares issuable upon the exercise of the Warrant or the exercise price thereof, then, at the Purchaser’s option which may be exercised in the Purchaser’s sole discretion, the Company shall make appropriate adjustments with respect to the Securities to be issued to the Purchasers under this Agreement such that the Purchasers shall receive the benefit of such adjustments under the Warrant as if the provisions of the Warrant applied thereto mutatis mutandis and such Securities had been outstanding as of the date of such action in a manner that provides the Purchasers with substantially the same economic benefit from this Agreement as the Purchasers had prior to the applicable transaction.
(c) In the event this Agreement is terminated by the Purchaser pursuant to Sections 6.16(a)(iv), (vi) or (vii) and, within 12 months of the date of such termination the Company or any of its Subsidiaries engages in or becomes subject to, or enters into an agreement to engage in or become subject to, any alternate recapitalization, reorganization or capital-raising transaction, then the Purchasers shall have the right to participate in such transaction on terms no less favorable to the Purchasers than as provided for in this Agreement (and in any event no less favorable to the Purchasers than provided to any other participant in such alternate transaction), and the Company shall take all actions reasonably requested by the Purchasers in order to allow the Purchasers to fully exercise such right and participate in such transaction.
(d) Prior to Closing, notwithstanding anything in this Agreement to the contrary, the Company shall not directly or indir...
Alternative Transactions. From the date of this Agreement until the Closing Date, (i) each Company Party and its respective board of directors (or committees thereof, but not any individual director), officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives, each acting in their capacity as such, shall have the right, consistent with their fiduciary duties, to respond to any inbound indications of interest, but will no longer solicit Alternative Restructuring Proposals (or inquiries or indications of interest with respect thereto); and (ii) if any Company Party or the board of directors of any of the Company Parties determines, in the exercise of its fiduciary duties, to accept or pursue an Alternative Restructuring Proposal, the Company Parties shall notify (with email being sufficient) counsel to the Initial Backstop Parties within two (2) Business Days following such determination (an “Alternative Restructuring Proposal Notice”). Upon receipt of such Alternative Restructuring Proposal Notice, the Required Backstop Parties shall have the right to terminate this Agreement; provided that any such notice terminating this Agreement pursuant to Section 7.2 must notify the Company Parties that the Required Backstop Parties do not support the applicable Alternative Restructuring Proposal. The Company Parties’ advisors shall provide the Initial Backstop Parties Advisors and any other party determined by the Company Parties, with (x) regular updates as to the status and progress of any Alternative Restructuring Proposals and (y) reasonable responses to any reasonable information requests related to any Alternative Restructuring Proposals or the Company Parties’ actions taken pursuant to this Section 7.2. Nothing in this Agreement shall (a) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions, or (b) prevent any Company Party from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.
Alternative Transactions. As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.
Alternative Transactions. From the date hereof through the earlier of (x) termination of this Agreement in accordance with ARTICLE IX and (y) the Effective Time, other than in connection with the transactions contemplated hereby, neither the Company, on the one hand, nor the Parent Parties, on the other hand, shall, and such Persons shall cause each of their respective officers, directors, Affiliates, managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not to, directly or indirectly, (a) solicit, initiate, engage or participate in, or knowingly encourage or facilitate, negotiations with any Person concerning, or make any offers or proposals related to, any Alternative Transaction, (b) enter into, engage in or continue any discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access to employees to, any Person that has made, or to the Company’s or Parent’s knowledge, as applicable, is considering making, a proposal with respect to an Alternative Transaction or (c) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean (other than the transactions contemplated by this Agreement) (i) with respect to the Company: (A) any transaction or series of related transactions under which any Person(s), directly or indirectly, acquires or otherwise purchases the Company, including through merger, consolidation, share exchange, business combination, amalgamation, recapitalization, other similar transaction, (B) any sale, exchange, transfer or other disposition of 25% or more of the total assets of the Company or any class or series of the share capital or capital stock or other equity interests of the Company in a single transaction or series of related transactions that, if consummated, would result in any other Person owning 25% or more of any class of equity or voting securities of the Company; or (ii) with respect to the Parent Parties, any “Business Combination” as such term is defined in Parent’s Organizational Documents.
Alternative Transactions. Notwithstanding anything to the contrary in this Letter Agreement, BFE Corp. shall be permitted to solicit, participate in, initiate or facilitate discussions or negotiations with, or provide any information to, any person or group of persons concerning any alternative equity financing or other transaction that would result in the (a) repayment in full of all amounts outstanding under the Bridge Loan, (b) repayment in full of all amounts under the Mezzanine Loan Agreement and (c) satisfy all obligations under the Cargill Acknowledgement Letter (a “Substitute Transaction”). If, as a result of such activities, the Board of Directors of the Company (the “Board”) (excluding any Board member that is an affiliate of Greenlight) determines in good faith after consultation with outside legal counsel and independent financial advisors that (i) it has the opportunity to enter into a Substitute Transaction that will be consummated within a timeframe that is not materially longer than the anticipated timeframe for the Rights Offering and the Concurrent Private Placement but in no event later than February 1, 2011, and (ii) such Substitute Transaction is more favorable to the holders of Common Stock (excluding benefits arising to the Backstop Parties by virtue of the Backstop Commitment) than the Rights Offering and the Concurrent Private Placement (taking into account all the terms and conditions of such Substitute Transaction that the Board deems relevant including, without limitation, any break-up fee provisions, expense reimbursement provisions, conditions to closing and availability of necessary financing) and is reasonably likely to be consummated prior to February 1, 2011, then the Company shall deliver three (3) business days prior notice to Greenlight of its intention to enter into such Substitute Transaction, together with reasonable details concerning the terms and conditions of such Substitute Transaction. After such three (3) business day period, (x) the Board shall be permitted to approve the Substitute Transaction, (y) BFE Corp. shall be permitted to enter into such Substitute Transaction and (z) BFE Corp. shall be permitted to terminate this Letter Agreement; so long as in each case (A) the Substitute Transaction continues to meet the requirements of clause (ii) of this Paragraph 20 and (B) upon execution of definitive documentation relating to a Substitute Transaction, BFE will pay to the Backstop Parties an aggregate break-up fee (to be allocated amon...
Alternative Transactions. 11.1 In the event that the Company withdraws from the Offering in order to complete an Alternative Transaction and such transaction is completed within 12 months of the withdrawal from the Offering, the Company shall pay to the Agent promptly upon closing of 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 the Shares proposed hereunder, including the Over‐Allotment Option.
Alternative Transactions. Notwithstanding anything to the contrary contained herein, (a) no Holder shall be entitled to any piggyback right or to participate as a Demand Eligible Holder under Section 2 in connection with an Alternative Transaction (including Alternative Transactions off of a Shelf Registration Statement or an Automatic Shelf Registration Statement, or in connection with the registration of Registrable Securities under an Automatic Shelf Registration Statement for purposes of effectuating an Alternative Transaction; provided, that, any registration with respect to an Alternative Transaction shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations effected by the Company under Section 2(b)(ii) above); and (b) no Holder shall be permitted to request or participate in an underwritten offering (including an Underwritten Shelf Takedown) that is an Alternative Transaction.
Alternative Transactions. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the date this Agreement is terminated in accordance with its terms, each Seller Party shall not, and shall cause its Affiliates and Subsidiaries and its and their respective officers, directors, employees, agents, representatives, consultants, financial advisors, attorneys, accountants and other agents (collectively, “Representatives”) not to, directly or indirectly, encourage, initiate, solicit or engage in discussions or negotiations with, provide any information to, or enter into any Contract or understanding with, any Person, other than Purchaser, concerning any Alternative Transaction. For purposes of this Agreement, an “Alternative Transaction” is any purchase (including by license, other than any licenses entered into in the Ordinary Course of Business that are not, individually or collectively, material to the Business) of any assets of the Company or any its Subsidiaries or of all or any portion of the Business or any equity securities of the Company or any of its Subsidiaries (including any Disposition of any such equity securities) (whether from the Company or any of its Subsidiaries or from either Seller or Founder or any of their respective Affiliates) or any other transaction that would be inconsistent with any of the Transactions. Each Seller Party shall immediately cease and cause to be terminated any and all contacts, discussions and negotiations with Third Parties regarding any of the foregoing.
(b) The Company shall notify Purchaser as soon as practicable (and in any event within 48 hours) if any Person makes any proposal, offer, inquiry to, or contact with, the Company or any of its Representatives or either Seller or Founder with respect to an Alternative Transaction, which notice shall describe in reasonable detail the identity of any such Person and the substance and material terms of any such contact and the material terms of any such proposal and shall include copies of any written materials provided by any such Person.
(c) The Seller Parties shall, and shall cause the Company’s Subsidiaries to, use their reasonable best efforts to enforce the terms and conditions of any confidentiality agreement entered into with any Person other than Purchaser with respect to any Alternative Transaction. Promptly upon receipt of a written request from Purchaser but not before, the Seller Parties shall, and shall cause the Company’s Subsidiaries t...
Alternative Transactions. Notwithstanding anything to the contrary contained herein other than as provided in this Section 3, (A) no Holder shall be entitled to any piggyback right or to participate as a Demand Eligible Holder under Section 2 in the event of an Alternative Transaction (including Alternative Transactions under a Shelf Registration Statement or an Automatic Shelf Registration Statement, or in connection with the registration of Registrable Securities under an Automatic Shelf Registration Statement for purposes of effectuating an Alternative Transaction), (B) no Holder, other than Maju, Chesapeake, Senja or Hampton and their respective Affiliates, shall be permitted to request or participate in an underwritten offering that is an Alternative Transaction and (C) an Initiating Holder effecting an underwritten offering that is an Alternative Transaction shall provide prompt notice (but in no event later than three Business Days prior to such Alternative Transaction) to the Company and any other Initial Holders setting forth the proposed timeline for such offering to permit participation by such other Initial Holders in such offering, (which, for the avoidance of doubt shall be subject to the priority provisions of Section 2(a)(iv)) and such other Initial Holder shall be entitled to participate in such offering so long as the participation of such other Initial Holder does not delay the proposed timeline of such Alternative Transaction specified in the notice. With respect to Maju or Chesapeake only, any registration with respect to an Alternative Transaction shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations effected by the Company under Section 2(a)(ii)).