Bona Fide Proposal Sample Clauses

Bona Fide Proposal. Notwithstanding anything contained herein to the contrary, if at any time the Holders of all Investor Units (the “Principal Sellers”) unanimously approve a bona fide proposal (a “Sale Proposal”) from a Person for: (i) the sale or exchange, directly or indirectly, of all of the Units of all Members and Holders; (ii) the merger of the Company with or into another Person in which all of the Members and Holders will receive cash or Securities of any other Person for all of their Units; or (iii) the sale of all or substantially all of the direct and indirect assets of the Company (each, a “Required Sale”), then the Company will (x) deliver a notice (a “Required Sale Notice”) with respect to such Sale Proposal to all Members and Holders of record stating that the Holders of all Investor Units and, if applicable, the Executive Board, propose to effect the Required Sale and providing the terms of the Sale Proposal and the identity of the Persons involved in the Sale Proposal, (y) request that the proposed purchaser answer reasonable inquiries of all Members regarding the Sale Proposal, and (z) cooperate with the proposed purchaser in connection with such Required Sale, including by providing reasonable access for the proposed purchaser to the Company’s books and records.
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Bona Fide Proposal. If, at any time after the fourth anniversary of the date hereof, any Drag Along Seller elects to solicit proposals for (i) the full or partial sale (directly or indirectly) of the assets of the Company (including the disposition of one or more Vessels of the Company) or (ii) a partial or full sale of the Company's Units (including by way of merger, combination or consolidation) (each, an "Exit Transaction"), including by conducting an auction in respect of such Exit Transaction, then the Drag Along Seller(s) shall deliver a notice to all Members stating that the Drag Along Seller(s) elects to solicit such proposals. Following receipt of such notice, all Members shall cooperate with such Drag Along Seller(s) as may reasonably be required to facilitate such solicitation of proposals. If any Drag Along Seller receives a bona fide and arm's length proposal with respect to an Exit Transaction from a Person that is not an Affiliate of either of Paros or All Seas and the Drag Along Seller(s) elects to effect such Exit Transaction, then the Drag Along Seller(s) shall deliver a notice (a "Exit Transaction Notice") with respect to such Exit Transaction to all Members stating that the Drag Along Seller(s) proposes to effect the Exit Transaction and providing the terms of the Exit Transaction and the identity of the Persons involved in the Exit Transaction. Notwithstanding anything to the contrary, this Section 8.2 shall not apply to any Permitted Transfer (other than a Permitted Transfer effected pursuant to clause (w) of the definition thereof). Notwithstanding the foregoing, the partial sale of the Company's Units to any third party shall only be deemed an "Exit Transaction" if such sale is approved by each of the other Members, such approval not to be conditioned or delayed, and only withheld for a Valid Business Reason. In the event of a partial sale of the Company's Units pursuant to any Exit Transaction, each Member will sell its Units (other than Option Units) pro rata in proportion to the Capital Percentage Interest of such Member. In the event of a full sale of the Company's Units pursuant to any Exit Transaction, each Member will sell all of its Membership Interests, including, in the case of Euroseas, the Options and the Option Units, as applicable.
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Bona Fide Proposal. Notwithstanding anything contained herein to the contrary, if at any time the holders of more than 50% of the then outstanding Class C Preferred Units initially issued to the Purchasers (the “Principal Sellers”) solicit and approve a proposal (a “Sale Proposal”) from a Person that is not an Affiliate of any of such holders for: (i) the sale or exchange, directly or indirectly, of all of the outstanding Membership Interests and Membership Interest Equivalents of the Company; (ii) the merger of the Company with or into another Person in which all of the holders of Membership Interests and Membership Interest Equivalents will receive cash or securities of any other Person in exchange for all of their Membership Interests and Membership Interest Equivalents; or (iii) the sale of all or substantially all of the direct and indirect assets of the Company (each, a “Required Sale”), then the Principal Sellers will deliver a notice (a “Required Sale Notice”) with respect to such Sale Proposal to all Members of record stating that the Principal Sellers propose to effect the Required Sale and providing the terms of the Sale Proposal and the identity of the Persons involved in the Sale Proposal. Notwithstanding anything herein to the contrary, nothing in this Agreement shall prevent the Principal Sellers from consummating any of the transactions set out in this Section 7.2.3(a) with a party that is a Competitor.
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Bona Fide Proposal. Notwithstanding anything contained herein to the contrary, if at any time the Managing Member and Newport (together, the “Principal Sellers”) jointly agree to solicit and approve a proposal (a “Sale Proposal”) from a Person that is not an
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Bona Fide Proposal. 48 Business................................................................................................... 27
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Related to Bona Fide Proposal

  • Acquisition Proposal “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

  • 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 Proposal Section 5.4(b)........................................37

  • Acquisition Proposals (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York time) on September 14, 2015 (the “Go-Shop Period End Date”, such period, the “Solicitation Period”), PRE and its Subsidiaries and their respective Representatives shall have the right to (i) initiate, solicit or encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal (except that the reference to 15% in such term will be deemed changed to 50% for purposes of this ‎Section 6.08(a)), including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, PRE and its Subsidiaries to any Person pursuant to an Acceptable Confidentiality Agreement (it being understood that such Acceptable Confidentiality Agreement (A) must contain “standstill” or similar provisions or otherwise prohibit the making or amendment of any Acquisition Proposal not solicited by the PRE Board to the maximum extent permissible under applicable Law and (B) shall not include an obligation of PRE to reimburse such Person’s expenses); provided, that PRE shall make available to Parent (at substantially the same time) any non-public information concerning PRE or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or group of Persons with respect to any Acquisition Proposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal. PRE shall promptly (and in any event within 24 hours) notify Parent in writing of the identity of each Person or group of Persons from whom PRE receives an Acquisition Proposal during the Solicitation Period, the material terms and conditions of such Acquisition Proposal (including the financing sources, if applicable), and a copy of such Acquisition Proposal (including any agreements relating to such financing, if applicable).

  • Cost Proposal After the Approved Working Drawings are approved by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 above, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bids, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"). The Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. 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") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If Tenant disapproves the Cost Proposal or Partial Cost Proposal, Tenant shall provide Landlord with a reasonably sufficient explanation, and in such event, Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, 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.

  • Alternative Proposals Unless otherwise specified in the Data Sheet (DS nos. 5 and 6), alternative proposals shall not be considered. Where the conditions for its acceptance are met, or justifications are clearly established, UNDP reserves the right to award a contract based on an alternative proposal.

  • 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.

  • Technical Proposal The technical proposal may be presented in free format. It shall not exceed ten pages, not counting the CVs. It shall respect the following page limit and structure: • Technical methodology (max. 7 pages) • Quality management (max. 1 page) • Project management (max. 1 page) • Resource management (proposal (max. 1 page) + CVs of experts)

  • Additional proposals If the Company at any time during the continuance of this Agreement desires to modify expand or otherwise vary its activities carried on pursuant to this Agreement beyond those specified in any approved proposal, it shall give notice of such desire to the Minister and within 2 months after giving such notice shall submit to the Minister detailed proposals in respect of such modifications expansions or variations and such other matters as the Minister may require. The provisions of clause 4 and 5 (including (for the avoidance of doubt) clause 5(9)) shall apply, the necessary changes being made, to proposals submitted pursuant to this clause.

  • Request for Proposals A State request inviting proposals for Goods or Services. This Contract shall be governed by the statutes, regulations and procedures of the State of Connecticut, Department of Administrative Services.

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