Appropriate Proposals Sample Clauses

Appropriate Proposals. 1. Subject to applicable confidentiality, legal and regulatory requirements, Charles Taylor agrees to co- operate with and provide such details to LMP Bidco in relation to the Charles Taylor Share Plans as LMP Bidco may reasonably require in order to make appropriate proposals to the participants in the Charles Taylor Share Plans, as provided for in Rule 15 of the Code (the “Proposals”), including the proposals as set out in paragraphs 6 to 18 below. The Proposals will take the form of a joint proposal from Charles Taylor and LMP Bidco to participants in the Charles Taylor Share Plans which will be sent by Charles Taylor at a time agreed with LMP Bidco. Charles Taylor has confirmed that the only share incentive arrangements it operates as at the date of this Agreement are the Charles Taylor Share Plans and has provided LMP Bidco with accurate details of all subsisting options and awards to acquire Charles Taylor Shares under the Charles Taylor Share Plans, including, for the avoidance of doubt, ‘phantom’ or cash-settled options and awards as at the date of this Agreement, together with details of all options and awards (including, for the avoidance of doubt, any dividend equivalent payments settled in Charles Taylor Shares) expected to be granted between the date of this Agreement and the Effective Date, as set out below. Charles Taylor has confirmed that, other than as specifically provided for in this Schedule 2, Charles Taylor has not agreed to make any payment, provide any benefit or make any award of cash or Shares to any Charles Taylor Directors or any employees of the Charles Taylor Group in connection with, or arising as a consequence of, the Acquisition. Plan Outstanding / promised awards (including dividend equivalents) Long Term Incentive Plan 1,298,086 Deferred Annual Bonus Plan 2,413,993 Retention Share Award Plan 601,219 Restricted Share Plan 609,833 Sharesave Scheme 1,186,758 Total 6,109,889
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Appropriate Proposals. 1. Subject to applicable confidentiality, legal and regulatory requirements, the Company agrees to co- operate with and provide such details to the Bidder in relation to the Share Plans as the Bidder may reasonably require in order to make appropriate proposals to the participants in the Share Plans, as provided for in Rule 15 of the Code ("Rule 15", the “Proposals”), including the Proposals as set out in paragraphs 6 to 22 below. The Proposals will take the form of a joint proposal from the Company and the Bidder to participants in the Share Plans which will be sent by the Company at a time agreed with the Bidder, at the same time the Scheme Document is posted to Shareholders or such other time. The Company has confirmed that the only share incentive arrangements it operates as at the date of this Agreement are the Share Plans and has provided the Bidder with details of all subsisting options and awards to acquire Shares under the Share Plans.
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Appropriate Proposals. 3.1 The Bidder and TClarke acknowledge that the Scheme Record Time (as defined in the Announcement) shall take place after the Court Sanction Date, to allow those Participants who acquire TClarke Shares on or before the Court Sanction Date to have those TClarke Shares acquired by the Bidder and dealt with through the Scheme.
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Appropriate Proposals. 1. Subject to applicable confidentiality, legal and regulatory requirements, Ideagen agrees to co- operate with and provide such details to Bidco in relation to the Ideagen Share Plans as Bidco may reasonably require in order to make and implement appropriate proposals to the participants in the Ideagen Share Plans, as provided for in Rule 15 of the Code ("Rule 15", the “Proposals”), including the Proposals as set out below. The Proposals will take the form of a joint proposal from Ideagen and Bidco to participants in the Ideagen Share Plans which will be sent by Ideagen at a time agreed with Bidco, at the same time that the Scheme Circular is posted to Shareholders or such other time as may be agreed. Ideagen has confirmed that the only active share incentive arrangements it operates as at the date of this Agreement are the Ideagen Share Plans.
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Appropriate Proposals. 1.1 Subject to applicable confidentiality, legal and regulatory requirements, EMIS agrees to co-operate with, and provide such details to, Bidco in relation to the EMIS Share Plans as Bidco may reasonably require in order to make and implement appropriate proposals to the participants of the EMIS Share Plans, in accordance with Rule 15 of the Code, and the provisions of this Schedule 1 (the "Proposals").
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Appropriate Proposals. 2.1 ITW undertakes to make appropriate proposals in accordance with Rule 15 of the Code to participants in the Share Schemes (the “Proposals”).
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Appropriate Proposals. 3.1. Gran Tierra Energy Inc. and i3 Energy Plc acknowledge that the Scheme Record Time (as defined in the Announcement) shall take place after the Court Sanction Date, to allow those i3 Energy Plc Share Plan participants who acquire i3 Energy Plc Shares on or before the Court Sanction Date to have those i3 Energy Plc Shares acquired by Gran Tierra Energy Inc. and dealt with through the Scheme.
Sample 1
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Related to Appropriate Proposals

  • Acquisition Proposals Except as contemplated hereby, the Company shall not (and shall use reasonable efforts to cause its officers, directors and employees and any investment banker, attorney, accountant, or other agent retained by it not to) initiate, solicit or encourage, directly or indirectly, or knowingly take any action to facilitate, the making of, or engage in any negotiations or discussions concerning, any proposal or offer to acquire all or any significant part of the business and properties or capital stock of the Company, whether by merger, purchase of assets, tender offer or otherwise (an "Acquisition Proposal"), or provide any non-public information concerning the Company to any third party in connection with an Acquisition Proposal. The Company shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. In the event the Company receives an Acquisition Proposal, it shall, subject to any confidentiality obligations imposed upon the Company in connection with such Acquisition Proposal, promptly (and in any event within 24 hours) inform Parent as to the receipt thereof. Notwithstanding the foregoing, nothing shall prohibit the Company from (a) furnishing information to, participating in discussions and negotiations directly or through its representatives or entering into an agreement relating to an Acquisition Proposal with, any third party (including parties with whom the Company or its representatives have had discussions on any basis on or prior to the date hereof) who makes an unsolicited proposal or offer to the Company or makes an unsolicited request for non-public information about the Company (pursuant to appropriate confidentiality agreements), which proposal, offer or request did not result from a breach of the first sentence of this Section 5.7, if the Company Board determines in good faith, after receiving advice from its financial advisors and independent legal counsel at a meeting of the Company Board, that such action is required for the Company Board to comply with its fiduciary duties under applicable law, (b) taking and disclosing to its stockholders any position, and making related filings with the SEC, as required by Rules l4e-2 and 14d-9 under the Exchange Act with respect to any tender offer or (c) taking any action and making any disclosure which the Company Board determines, after receiving advice from its financial advisors and independent legal counsel at a meeting of the Company Board, is required to be taken or made under applicable law (including, without limitation, laws relating to the fiduciary duties of directors), provided that at least 48 hours prior to the entry into or announcement of an intention to enter into a definitive agreement with respect to an Acquisition Proposal, the Company shall have provided written notice to Parent advising Parent of its intention to enter into a definitive agreement with respect to an Acquisition Proposal and specifying the material terms and conditions of such Acquisition Proposal.

  • 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.

  • Superior Proposals In the event that any Person or Group submits to the Company (and does not withdraw) a written, bona fide Acquisition Proposal that the Company Board concludes in good faith (after consultation with its outside legal counsel and a financial advisor of national standing) is, or could reasonably be expected to lead to, a Superior Proposal, then, notwithstanding anything to the contrary in Section 5.3(a), the Company may, so long as the Company Stockholder Approval has not yet been obtained, (i) enter into discussions with such Person or Group regarding such Acquisition Proposal and (ii) deliver or make available to such Person non-public information regarding the Company and its Subsidiaries; provided that, in each such case, the Company, its Subsidiaries and the Company Representatives shall have complied with each of the following: (A) none of the Company, its Subsidiaries or any Company Representative shall have violated any of the provisions of this Section 5.3 in any material respect, (B) the Company Board first shall have concluded in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Legal Requirements, (C) prior to making available to any such Person any material non-public information, the Company first shall have received from such Person an executed Acceptable Confidentiality Agreement (a copy of which executed Acceptable Confidentiality Agreement shall be provided to Parent, for informational purposes only, within forty-eight (48) hours of its execution) and (D) prior to or contemporaneously with delivering or making available any such non-public information to such Person, the Company shall have delivered or made available such non-public information to Parent (to the extent such non-public information has not previously been delivered or made available by the Company to Parent).

  • Notification of Acquisition Proposals If the Company or the Subsidiary receives, or, any of their respective Representatives receives, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or the Subsidiary in relation to a possible Acquisition Proposal, the Company shall promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and unredacted copies of all material or substantive documents or material correspondence received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly and reasonably informed of the status of material developments and, to the extent the Company is permitted by Section 5.3 to enter into discussions or negotiations, the status of discussions and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and promptly provide unredacted copies of all material or substantive documents or material correspondence between the Company and its representatives and the party making the Acquisition Proposal and its representatives.

  • Takeover Proposal The Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ directors, officers, employees, investment bankers, attorneys, accountants, consultants, or other agents or advisors (with respect to any Person, the foregoing Persons are referred to herein as such Person’s “Representatives”) not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any inquiry or proposal that could reasonably be expected to lead to any Takeover Proposal, or, subject to Section 6.04(b): (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its Subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) to make any Takeover Proposal; (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, or (B) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, memorandum of understanding, or other Contract relating to any Takeover Proposal (each, a “Company Acquisition Agreement”). Except as expressly permitted by this Section 6.04, the Company Board shall not effect a Company Adverse Recommendation Change. From and after the date hereof, the Company shall, and shall cause its Subsidiaries and their respective Representatives to, (A) immediately cease any and all existing activities, solicitations, discussions or negotiations with any Person (other than 38031572.13 the parties hereto) conducted heretofore with respect to any Takeover Proposal, (B) take such action as is reasonably necessary to enforce any confidentiality provisions or provisions of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary and (C) enforce the provisions of any standstill agreement or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries. The Company shall promptly after the date of this Agreement instruct each Person which has heretofore executed a confidentiality agreement relating to any Takeover Proposal with or for the benefit of the Company to promptly return or destroy all confidential information, documents and materials relating to a Takeover Proposal or to the Company, its Subsidiaries or its businesses, operations or affairs heretofore furnished by or on behalf of the Company or any of its Representatives to such Person or any of its Representatives in accordance with the terms of any confidentiality agreement with such Person and terminate any “data room” or similar access of such Persons and their Representatives.

  • Cost Proposal After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

  • Proposals For Work Order contracts, the Contractor shall submit to System Agency separate proposals, including pricing and a project plan, for each Project.

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