Competing Proposal. Except for the transactions contemplated by this Agreement, until the earlier of the Effective Time or the date of termination of this Agreement in accordance with its terms, Company shall not take (and since February 27, 2001, inclusive, Company has not taken), nor shall Company authorize, cause or encourage any of its directors, officers, agents, employees, consultants, affiliates, attorneys, accountants, financial advisers or other representatives (collectively, "REPRESENTATIVES") to, directly or indirectly: (i) solicit, encourage, initiate, engage, entertain, review, respond to, continue or participate in any negotiations or discussions with respect to an offer or proposal (whether formal or informal, oral, written, or otherwise) to acquire all or any part of Company's or any of its Subsidiaries' stock or assets, whether by purchase of stock or assets, license, joint venture, merger, consolidation, reorganization or other form of business combination, or otherwise (a "COMPETING PROPOSAL"), (ii) disclose any heretofore nonpublic information, or afford access to the properties, books or 35 records of Company or any of its Subsidiaries, to any person or entity concerning Company or any of its Subsidiaries for the purposes of considering or formulating a Competing Proposal, (iii) assist, cooperate with, facilitate or encourage any person or entity to make a Competing Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving a Competing Proposal, or (v) authorize or permit any of Company's Representatives to take any action within the scope of the immediately preceding clauses (i) through (iv). If Company or any of its Subsidiaries or Company's Representatives becomes aware of a Competing Proposal or if any request for nonpublic information relating to Company or any of its Subsidiaries or for access to the properties, books or records of Company or any of its Subsidiaries is made by any person or entity that has made a Competing Proposal or has advised Company that it may be considering making a Competing Proposal, Company, any of its Subsidiaries or Company's Representatives shall within 24 hours notify Parent of the material details of such Competing Proposal or request (including the identity of the person or entity making such Competing Proposal, the terms thereof and the information requested thereby) and shall within 24 hours provide Parent with a copy of any Competing Proposal or request that i...
Competing Proposal. Section 5.4(a) Confidentiality Agreement............................Section 5.4(a) Contracts...........................................Section 2.13(a) Damages.................................................Section 6.1
Competing Proposal. The Union, like any vendor or contractor, may submit a bid proposal in writing to the City within the advertised deadlines. Any decision to award the contract shall be based upon standards that the City determines to be relevant to the purpose for contracting out.
Competing Proposal. In the event that the Transaction Resolution fails to pass at the Purchaser Meeting following the announcement of a Competing Proposal and this Agreement is terminated, and provided that such Competing Proposal is ultimately effected, the Purchaser shall be obligated to pay to the Vendor a fee of $2,000,000 upon closing of the transaction effecting such Competing Proposal.
Competing Proposal. (a) From the date of this agreement until the earlier of Stage 2 Completion and the Cut Off Date (Exclusivity Period), the Company covenants and agrees that as a material inducement for the Subscriber to incur time and expense in performing its due diligence and other reviews, commencing preparation of definitive documentation and entering into definitive documentation, the Company and its officers, directors, employees, advisers (including legal and financial advisers), agents or other authorised representatives (Related Persons) shall not (directly or indirectly), without the express written consent of the Subscriber (which may be withheld at the Subscriber’s discretion):
Competing Proposal. In the event the Company or its Parent receives a proposal (a ''Proposal'') for a transaction which would result in a Successor if completed, and the Company or its Parent determines to pursue or facilitate the Proposal, the Company or its Parent will in good faith seek to provide the Association with the opportunity to make a competing Proposal at such time and under such circumstances as the Board of Directors of UAL or the Company reasonably determines to be consistent with its or their fiduciary duties.
Competing Proposal. Section 5.5.(b) Confidentiality Letter........................................................Section 5.1. Contracts.....................................................................Section 3.22.(a)(x) Deferred Consideration........................................................Section 1.5.(a)(viii) Deferred Consideration Letter of Transmittal..................................Section 1.5.(b)(i) Dissenting Shares.............................................................Section 1.6. DOJ...........................................................................Section 5.8.
Competing Proposal. From and after the date hereof, Seller will not, directly or indirectly, encourage or solicit any inquiries or proposals by, or furnish any confidential information to, any person concerning a transaction involving a merger, acquisition or purchase of Shutters or any portion of their respective capital stock or assets (an "ALTERNATIVE TRANSACTION").
Competing Proposal. Notwithstanding anything to the contrary in this Section 8.11, nothing contained in Section 8.11 shall prohibit Seller, General Partner or WHLP from furnishing information to or entering into discussions or negotiations with any Person that makes a written unsolicited Acquisition Proposal after the date of this Agreement (a “Competing Proposal”), if in connection with furnishing such information to, or entering into discussions with, such Person, (i) Seller, prior to furnishing such information or entering into such discussions, provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions with, such Person, and (ii) the General Partner determines, in good faith and after consultation with its financial advisors and counsel, that such action is required for the General Partner to comply with its duties to the Limited Partners imposed by the WHLP Partnership Agreement or Applicable Law.
Competing Proposal. (a) Notwithstanding any other provision of this Agreement to the contrary, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. New York City time on the date that is (x) thirty (30) days following the date of this Agreement (the “No-Shop Period Start Date”) for any Person or “group” who is not an Excluded Party, or (y) in respect of any Excluded Party, five (5) days after the No-Shop Period Start Date (the “Cut-Off Date”), as applicable, the Company, its Subsidiaries and its Subsidiaries’ Representatives (including any investment banker, attorney or accountant retained by any Group Company) shall have the right (acting under the direction of the Special Committee) to directly or indirectly (i) solicit, initiate, induce or encourage any Competing Proposal, or facilitate the making, submission or announcement of one or more Competing Proposals from any Person or its Representatives, or encourage, facilitate or assist, any proposal, inquiry or offer that could reasonably be expected to lead to a Competing Proposal, including by furnishing to any Person or its Representatives any non-public information relating to the Company or any of its Subsidiaries or by affording to any Person or its Representatives access to the business, properties, assets, books, records or other non-public information of the Company or any of its Subsidiaries, in each case subject to the entry into, and in accordance with, an Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and in any event within two (2) Business Days) provide to Parent any information concerning the Company or its Subsidiaries that it has provided to any Person or its Representatives which was not previously provided to Parent, (ii) enter into, participate in or engage in discussions or negotiations with any Person or its Representatives with respect to a Competing Proposal or any proposal that could reasonably be expected to lead to a Competing Proposal, and (iii) otherwise cooperate with, assist, participate in or facilitate any Competing Proposal or any proposal that could reasonably be expected to lead to a Competing Proposal. Within forty-eight (48) hours following the No-Shop Period Start Date (or, with respect to an Excluded Party, the Cut-Off Date), the Company shall notify Parent in writing of the material terms and conditions of any proposal or offer regarding a Competing Proposal (including any amendments or modifications thereof) recei...
