ATC. Appellee United States, in contrast, insists that such backdating is nevertheless available under the regime of the ATC."119
ATC. Provisional action under Article 6.11 is folded into action under Article 6.10. Considering that Article 6.11 permits the provisional imposition of a restraint measure even before consultations, a fortiori it would permit such imposition after consultations have in fact begun, so long as the requisites of both Articles 6.10 and 6.11 are met or continue to be met. … The conclusion we have arrived at, in respect of the issue of permissibility of backdating, is that the giving of retroactive effect to a safeguard restraint measure is no longer permissible under the regime of Article 6 of the ATC and is in fact prohibited under Article 6.10 of that Agreement. The presumption of prospective effect only, has not been overturned; it is a proposition not simply presumptively correct but one requiring our assent. We believe, accordingly, and so hold, that the Panel erred in ruling that Article 6.10 of the ATC had nothing to say on the issue of backdating and that such backdating to 21 April 1995, the date of publication of the call for consultations, was permissible under Article X:2 of the General Agreement. The importing Member is, however, not defenceless against a speculative 'flood of imports' where it is confronted with the circumstances contemplated in Article 6.11. Its appropriate recourse is, in other words, to action under Article 6.11 of the ATC, complying in the process with the requirements of Article 6.10 and Article 6.11."121
ATC. (i) ATC shall not, nor shall it authorize or permit any of the ATC Subsidiaries or its or their Representatives to, directly or indirectly, (A) solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any ATC Takeover Proposal or (B) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information, or otherwise cooperate with, any ATC Takeover Proposal. ATC shall, and shall cause the ATC Subsidiaries and its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any ATC Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished. Notwithstanding the foregoing, at any time prior to obtaining the ATC Stockholder Approval, in response to a bona fide written ATC Takeover Proposal that the Board of Directors of ATC determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes, or would reasonably be expected to lead to, an ATC Superior Proposal, and which ATC Takeover Proposal was not solicited after the date hereof, was made after the date hereof and did not otherwise result from a breach of this Section 5.6(b)(i), ATC may, if its Board of Directors determines in good faith (after consultation with outside counsel) that it is required to do so to comply with its fiduciary duties to the stockholders of ATC under applicable Law, and subject to compliance with this Section 5.6(b)(i) and after giving SpectraSite written notice of such determination, (x) furnish information with respect to ATC and the ATC Subsidiaries to the person making such ATC Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement not less restrictive of such person than the Confidentiality Agreement; PROVIDED that (1) all such information has previously been provided to SpectraSite or is provided to SpectraSite prior to the time it is provided to such person and (2) such customary confidentiality agreement expressly provides the right for ATC to comply with the terms of this Agreement, including Section 5.6(b)(iii), and (y) participate in discussions or negotiations with the person making such ATC Takeover Proposal (and its Representatives) regarding such ATC Takeover Proposal.
ATC. Upon receipt of the final Security Authorization Determination, the Contractor shall assist the System Owner in obtaining ATC via network service provider (NEC, ACE-IT, or other Component / Service Branch (USN, USMC, AF, DLA, etc. Network Service Provider), if applicable. The Contractor shall follow the network service provider’s criteria and process for ATC. 60 days should be allotted for completion.
ATC agrees to start payments to Croft on August 1, 1999 in the amount of $900 per month. On February 1, 2000, these payments shall increase to $1,800 per month. Thereafter, Croft shall receive the greater of the amounts of monthly payments above or the commission earned of royalties paid to ATC by third party sublicensees, or from sales of products made by ATC. These monthly amounts paid to Croft shall be based on the amount received by ATC in quarterly lump sum payments by sublicensees averaged to determine a monthly royalty amount. In the event the royalty amount due to Croft should fall below $1800 per month and ATC should decide to pay Croft less than $1800 per month, but equal to or greater than $900 per month then the license granted by Croft shall be non-exclusive. In the further event that ATC decides not to pay Croft at least $900 per month, then the license grant is revoked and ATC shall have no rights in the invention.
