Consent to Alternative Transaction Sample Clauses

Consent to Alternative Transaction. Optionor and the Members acknowledge and understand that Kite Realty may desire to effectuate a transfer of the LLC Interest, other than through the direct acquisition of the LLC Interest as contemplated hereby, and that Kite Realty may determine that it is more desirable or appropriate to accomplish the transfer of the LLC Interest through the acquisition of 100% of the Member Interests (the “Member Interest Acquisition”). Optionor and the Members hereby consent to the Member Interest Acquisition, and agree to cooperate with Kite Realty; provided, that the Members receive, in the aggregate, the amount of cash or number of Units to which Optionor would be entitled under Section 3.1 upon the sale of the LLC Interest pursuant to this Agreement, subject to the adjustments in Section 5.2(b); it being understood that the form of consideration shall be determined in the sole and absolute discretion of Kite Realty.
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Consent to Alternative Transaction. Optionor acknowledges and understands that USI may desire to effectuate a transfer of an Option Property other than through the direct acquisition of such Option Property as contemplated hereby, and that USI may determine that it is more desirable or appropriate to accomplish the transfer of such Option Property through one or more alternative transactions, including, without limitation, the acquisition of 100% of Optionor’s interest (“Optionor Interests”) in an entity created or existing for the purpose of holding the right, title and interest in such Option Property (an “Optionor Interest Acquisition”). Optionor hereby consents to the Optionor Interest Acquisition, and shall cooperate with USI to effect and carry out any and all transactions deemed by USI to be necessary to effectuate the Optionor Interest Acquisition or any other alternative transaction pursuant to this Section 4.2(a); provided that, the Optionor receives, in the aggregate, the amount of cash or number of Units to which Optionor would have been entitled under Section 3.1 upon the sale of such Option Property pursuant to this Agreement.
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Consent to Alternative Transaction. The parties understand that a party may desire to effectuate a transfer of the such Property Owner’s Property other than through the direct acquisition of such Property as contemplated hereby, and that such party may determine that it is more desirable or appropriate to accomplish the transfer of such Property through one or more alternative transactions, including, without limitation, the acquisition of 100% of a Property Owner’s interest (“Property Owner’s Interests”) in an entity created or existing for the purpose of holding the right, title and interest in such Property (a “Property Owner Interest Acquisition”). The parties agree to cooperate with one another to effect and carry out any and all transactions necessary to effectuate a Property Owner Interest Acquisition or any other alternative transaction pursuant to this Section 8(b); provided that such Property Owner receives, in the aggregate, the Purchase Price which such Property Owner would have been entitled under Section 4 upon the sale of such Property pursuant to this Agreement and RPLP receives a 100% direct or indirect interest in such Property.
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Related to Consent to Alternative Transaction

  • Alternative Transaction If the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with an Alternative Transaction in accordance with the provisions of the Support Agreement, then the Seller irrevocably covenants to support the completion of such Alternative Transaction, including, if applicable, by voting the Seller’s Securities in favour of any resolution or resolutions approving such Alternative Transaction; provided that the Company has determined that such Alternative Transaction would not result in a delay or time to completion materially longer than the Contemplated Transactions and is otherwise not materially prejudicial to the Shareholders.

  • Alternative Transactions As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.

  • Alternative Proposals (a) Notwithstanding anything to the contrary herein, except as specifically permitted by Section 4(c) with respect to a Permitted Alternative Proposal, during the Interim Period, Oncor Holdings and Oncor shall not, shall cause each of their respective Subsidiaries not to, and shall cause the directors (other than the Minority Member Directors (as defined in the Oncor LLC Agreement)), officers, employees, investment bankers, attorneys, accountants and other advisors, consultants, agents or representatives of any Oncor Entity (collectively, “Representatives”) not to, (i) initiate, solicit, propose, knowingly encourage or knowingly induce, the submission of, any Alternative Proposal; provided, however, that an Oncor Entity may interact with its equityholders in order to satisfy its fiduciary obligations and its obligations pursuant to the LLC Agreements and the Investor Rights Agreement and may, in response to communications from (without otherwise limiting the provisions of this Section 4) any of its direct equityholders or any third party who makes or seeks to make an unsolicited Alternative Proposal, make available public and non-public information (but only if such equityholder or third party has executed a confidentially agreement with Oncor on terms no less favorable in the aggregate to the Oncor Entities than terms of the Confidentiality Agreement) so long as such Oncor Entity promptly provides or makes available to the Purchasers such non-public information made available to such equityholder or third party (to the extent it has not already been provided or made available to the Purchasers), (ii) enter into, maintain or continue negotiations with any Person with respect to, any Alternative Proposal, or (iii) enter into any written letter of intent, agreement in principle or other agreement (whether or not legally binding and whether or not oral or written) with respect to an Alternative Proposal. In addition, during the Interim Period, Oncor Holdings and Oncor shall promptly advise Parent in writing of any Alternative Proposal, including, unless prohibited by applicable Law, the material terms and conditions of such Alternative Proposal (including any subsequent material modification to such material terms and conditions) and the identity of the Person making the same. Unless prohibited by applicable Law, Oncor Holdings and Oncor shall keep Parent reasonably informed on a reasonably current basis of the status and material details (including material modifications) of any Alternative Proposal. During the Interim Period, neither Oncor Holdings nor Oncor shall enter into any agreement with any Person which prohibits any Oncor Entity from providing information to the Purchasers that they are expressly entitled to receive from Oncor Holdings or Oncor in accordance with this Section 4(a); provided, that for all purposes of this Letter Agreement, the reasonable best efforts of Oncor Holdings and Oncor shall not include the expenditure of any fees or expenses or the undertaking of, or response to, any action, suit, claim, cause of action or other form of litigation.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee thereof shall not:

  • Notification of Acquisition Proposals From and after the date of this Agreement, the Company shall promptly (and in any event within 24 hours) notify the Offeror, at first orally and then in writing, of any proposal, inquiry, offer or request (or any amendment thereto) (a) constituting, relating to, or which could reasonably be expected to lead to, an Acquisition Proposal, (b) for discussions or negotiations relating to, or which could reasonably be expected to lead to, an Acquisition Proposal, or (c) for non-public information relating to the Company, any Company Subsidiary, Mineral Right or Property, for access to properties, books and records of the Company or any Company Subsidiary or for a list of Shareholders, in each case, of which the Company or its Representatives is or becomes aware. Such notice shall include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry, offer or request, (including any amendment thereto) and all written communications with such person, and shall include copies of any such proposal, inquiry, offer or request (or any amendment to any of the foregoing). The Company shall also provide such other details of the proposal, inquiry, offer or request (or any amendment to the foregoing) as the Offeror may request, acting reasonably. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will provide to the Offeror promptly all written communications with such person and will respond promptly to all inquiries by the Offeror with respect thereto.

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

  • Notification of Unsolicited Acquisition Proposals (i) As promptly as practicable (but in no event more than 48 hours) after the first officer or director of the Company becomes aware of the receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which the Board reasonably believes would lead to an Acquisition Proposal, the Company shall provide to Parent oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide to Parent as promptly as practicable (but in no event more than 48 hours thereafter) oral and written notice setting forth all such information as is reasonably necessary to keep Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to Parent a copy of all written materials subsequently provided in connection with such Acquisition Proposal, request or inquiry (to the extent such nonpublic information has not been previously so furnished).

  • Private Transaction At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.

  • 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.

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