Formal Sale Process Clause Samples

Formal Sale Process. In the case of a Trade Sale or a sale of the Share Capital: (a) the Board must immediately give notice to Cordiant (Exit Notice) of its intention to commence a Trade Sale or a sale of the Share Capital (as the case may be); (b) within 10 Business Days of receipt of the Exit Notice, Cordiant may make an offer to the Board for: (i) in the case of a sale of the Share Capital, the Shares it does not already own (Non-Cordiant Shares); or (ii) in the case of a Trade Sale which is a sale of one or more of the operating Subsidiaries, the shares in the relevant Subsidiaries which the Board has decided to sell (Trade Sale Shares); or (iii) in the case of a Trade Sale which is a sale of the whole or a substantial part of the Business or assets of the Group, the assets which the Board has decided to sell (Trade Sale Assets), and such offer must set out: (A) the proposed price (Cordiant Price) for the Non-Cordiant Shares, the Trade Sale Shares or the Trade Sale Assets (as the case may be); and (B) the other material terms and conditions on which it is prepared to acquire the Non-Cordiant Shares, the Trade Sale Shares or the Trade Sale Assets (as the case may be) (Cordiant Offer); (c) after the 10 Business Day period set out in clause 15.2(b), the Board may decide to either: (i) accept the Cordiant Offer (if one is made); or (ii) invite arms length offers from independent bona fide third parties (Third Party Offer) for the Share Capital, the Trade Sale Shares or the Trade Sale Assets (as the case may be) (Third Party Sale Process); (d) if the Board decides to undertake a Third Party Sale Process: (i) Cordiant may participate in the Third Party Sale Process as if it were an independent third party; and (ii) any Board discussions or decisions regarding the Third Party Sale Process contemplated by this clause 15.2 will, for so long as Cordiant participates in the sale process, take place without any Cordiant Director, alternate or nominee being present or able to vote or participate or having any right to receive information relating to the Third Party Sale Process that is not made available to any other third party that participates in the process; (e) once it has received all the Third Party Offers, the Board may not sell the Share Capital, the Trade Sale Shares or the Trade Sale Assets (as the case may be) to a third party at a price less than the Cordiant Price without first giving notice to Cordiant (Further Sale Notice) of the price and terms offered by such third pa...