BID MANAGEMENT Clause Samples
The BID MANAGEMENT clause outlines the procedures and responsibilities related to the preparation, submission, and handling of bids in a contractual or procurement process. It typically specifies how bids should be formatted, the deadlines for submission, and the criteria for evaluating and selecting successful bids. This clause ensures a transparent and organized bidding process, helping to prevent disputes and maintain fairness among all parties involved.
BID MANAGEMENT. 5.1 The Investors will make all decisions with respect to the Offer unanimously. The decisions referred to in this clause 5.1 include (without limitation):
5.1.1 the decision in respect of the price to be paid for each Target Share under the Offer;
5.1.2 the decision as to whether to make the Offer and/or release the Announcement and the determination of the proposed timetable for the Offer;
5.1.3 any decision as to whether to have the Offer proceed by way of a Takeover Offer or a Scheme;
5.1.4 the posting of any formal offer or scheme documentation or any other document to be issued by Bidco (or for which Bidco is required to take responsibility in whole or in part) in connection with the Offer;
5.1.5 any declaration by or on behalf of Bidco that any Condition has been satisfied, that the Offer is unconditional as to acceptances or unconditional in all respects (where implemented by way of Takeover Offer rather than Scheme), or any waiver by or on behalf of Bidco of any one or more of the Conditions;
5.1.6 the structure or provider of any debt or equity finance for the Offer, including any amendment, modification or variation thereto;
5.1.7 any amendment, modification or variation to the structure of the Offer and the decision to take any action in relation to the lapse, termination or withdrawal of the Offer;
5.1.8 any application by or on behalf of Bidco to any antitrust or other regulatory authority in connection with the Offer and the giving of any undertaking or any other commitment to such authority in connection with any consent or approval sought or to be granted by such authority;
5.1.9 the giving of any approval, authorisation, consent, licence, permission or waiver required to be given by Bidco (or for which Bidco will otherwise be required to take responsibility in whole or in part) under or in connection with the Offer;
5.1.10 any amendment, variation or waiver of the consideration payable under, or any term or condition of, the Offer (other than as required by the Takeover Panel); and
5.1.11 any other material action in relation to the Offer.
5.2 The Investors will jointly agree on the timing and substance of any contact, discussion or agreement with management and the board of the Target, and any shareholders of the Target in connection with the Offer (save for any contact or discussions of an administrative or non-material nature, or contact which is required due to any board representation or observer seat of Ancala or Fiera representativ...
BID MANAGEMENT. (a) To the extent reasonably practicable and subject to the requirements of the Takeover Code, the Company shall (i) consult with the Purchasers and take into account the Purchasers’ reasonable observations or comments prior to the Company or Bidco taking any material decision or action in connection with the Acquisition (including any action to modify, lapse, terminate or withdraw the Takeover Offer or the Scheme (as applicable)) and (ii) provide updates in reasonable detail to the Purchasers at such timings as are reasonably required to keep the Purchasers properly informed and upon reasonable request by the Purchaser in relation to the Acquisition (including regarding conversations with and communications from any regulatory authority or exchange, including the UK Panel on Takeovers and Mergers (the “Takeover Panel”), and with the Target, current or proposed management of the Target and shareholders of the Target), including, without limitation, delivering to each of the Purchasers (within 24 hours of receipt thereof) all material waivers, requests for consents, notices and/or amendments under the Offer Documentation and any other documentation contemplated under Section 4.08(b)(iv).
(b) Without prejudice to the generality of Section 4.08(a) above and subject to the requirements of the Takeover Code or any final ruling or decision of the Takeover Panel, the Company shall procure the consent of each of the Purchasers prior to:
(i) any decision by the Company or Bidco as to whether to switch from a Scheme to a Takeover Offer (or vice versa) and/or incurring any obligation to make a mandatory takeover offer under Rule 9 of the Takeover Code;
(ii) any waiver or invocation by or on behalf of the Company or Bidco of any one or more of the Acquisition Conditions;
(iii) any amendment, modification, revision, extension, renewal, improvement or variation with respect to:
(A) any extension of the period in which holders of Target Shares may accept the terms of the Scheme or, as the case may be, the Takeover Offer (including by reason of the adjournment of any meeting or court hearing); and
(B) any change to the consideration to be paid for each Target Share in connection with the Acquisition or the taking of any action causing or requiring the same;
(iv) other than as provided in paragraph (iii) above, any material amendment, modification, revision, extension, renewal, improvement or variation to the terms or structure of the Acquisition;
(v) the entry into, or an...
BID MANAGEMENT. 4.1 With effect from the date of this Agreement, the Investors will make all decisions with respect to the Offer (including, without limitation, the decisions referred to in this clause 4.1) unanimously. Notwithstanding any other provision of this Agreement, the prior agreement of each of the Investors shall be required in order for any decision in respect of the Offer (including, without limitation, the decisions referred to in this clause 4.1) to be taken and neither of the Investors nor Bidco shall undertake or agree to any such matter without the prior agreement of the other Investor. The decisions referred to in this clause 4.1 include (without limitation):
4.1.1 amend the terms and Conditions of the Offer, including (without limitation), the price to be paid for each Target Share under the Offer;
4.1.2 the decision as to whether to make the Offer;
4.1.3 any decision as to whether to switch from a Scheme to a Takeover Offer (or vice versa);
4.1.4 the approval and/or posting of any formal offer or scheme documentation or any other document, announcement or public statement to be issued or made by or on behalf of Bidco (or for which Bidco is required to take responsibility in whole or in part) in connection with the Offer;
4.1.5 any declaration by or on behalf of Bidco that any Condition has been satisfied, that the Offer is unconditional (where implemented by way of Takeover Offer rather than Scheme), or any waiver or invocation by or on behalf of Bidco of any one or more of the Conditions;
4.1.6 any amendment, modification, waiver or variation to the structure, provider(s) and/or terms of the Equity Commitment Letters other than in accordance with the terms of the equity commitment letter or the debt financing arrangements or documentation (or the entry into of any new debt financing arrangements or documentation) in connection with the Offer (including the refinancing of any Target Group debt);
4.1.7 any amendment, modification, revision, extension, renewal, improvement or variation to the terms or structure of the Offer or any increase to (or change to the form of) the consideration to be paid for each Target Share under the Offer or the taking of any action causing or requiring the same;
4.1.8 setting or amending the proposed timetable for the Offer;
4.1.9 taking any action (including by omission) to modify, lapse, terminate or withdraw the Takeover Offer or the Scheme (as applicable);
(A) if the Offer is implemented by way of a Scheme, giving any ...
BID MANAGEMENT. 4.1 The Consortium, Holdco and Bidco each appoints the Lead Investor to conduct the Offer on its behalf.
4.2 The Lead Investor shall have sole responsibility, on behalf of the Consortium, Holdco and Bidco, for liaising with the board of the Target, their advisers and any regulatory authority or exchange, including the Takeover Panel, with respect to the Offer and with respect to the definitive documentation to implement the Transaction and, in each case, for obtaining appropriate third party professional advice in respect thereof, including from the Consortium Advisers.
4.3 The Lead Investor shall:
4.3.1 report to the other Investor on a regular basis;
4.3.2 use reasonable endeavours to pass on to the Target or its advisers any reasonable information requests of the other Investor and their independent advisers (if any); and
4.3.3 obtain the consent of the other Investor prior to taking any material decision or action in connection with the Offer.
4.4 For the purpose of clause 4.3.3, material decisions or actions include, but are not limited to:
4.4.1 the price offered for each Target Share under the Offer;
4.4.2 the making of the Offer and/or release of the Announcement;
4.4.3 amending, varying or waiving any term or condition of the Offer (or taking any action causing or requiring the same), other than as required by the Takeover Panel;
4.4.4 implementing the Offer by way of a Takeover Offer;
4.4.5 the structure or provider of any debt or equity finance for the Offer, including any amendment, modification or variation thereto;
4.4.6 posting or publishing the offer document;
4.4.7 making any public announcement in connection with the Offer;
4.4.8 declaring that any Condition to the Offer has been satisfied or waived;
4.4.9 declaring that the Offer has become effective in accordance with its terms or is unconditional as to acceptances or has become unconditional in all respects;
4.4.10 acquiring, announcing an intention to acquire or entering into any agreement, arrangement or undertaking to acquire, or procuring or inducing any other person to acquire, announce an intention to acquire or enter into any agreement, arrangement or undertaking to acquire, in any manner any direct or indirect Interest in Target Shares;
4.4.11 any application by or on behalf of Bidco to any antitrust or other regulatory authority in connection with the Offer and the giving of any undertaking or other commitment to such authority in connection with any consent or approval sought...
BID MANAGEMENT. As part of their contract with the City, LDI will conduct a pre-bid meeting to present the project and answer questions from prospective contractors. LDI will document and release answers to contractor questions throughout the bidding process. LDI will review bid submittals for accuracy and completeness and provide the CITY with a bid recommendation. LDI will review and approve project submittals throughout the construction process.