Marketing Process Clause Samples
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Marketing Process. (a) Nothing contained herein shall be deemed to prevent the Company from taking any action (A) to initiate, solicit or encourage any inquiry or the making of any acquisition proposals or offers for the Company or its assets, provided that access to non-public information shall only be made pursuant to confidentiality agreements on customary terms (it being understood that such confidentiality agreements need not prohibit the making or amendment of an acquisition proposal); (B) to engage or enter into, continue or otherwise participate in any discussions or negotiations with any Persons or groups of Persons with respect to an acquisition proposal or otherwise 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; (C) to make any public disclosure regarding the Company and its Subsidiaries, the Offer, any of the transactions contemplated hereby or any other matter; and (D) not inconsistent with the obligations of the Company hereunder.
(b) Promptly following the Offer Closing Date, the Offeror Parties shall cause the Company to initiate, solicit and encourage inquiries into the making of acquisition proposals or offers from third parties to acquire the Company, including by engaging one or more independent, nationally-recognized investment banking companies and conducting a customary sales process (including the establishment of a data room to facilitate due diligence), and such sale process will continue for a period of sixty (60) days (such period, the “Marketing Period”). In the event that any Person makes a Qualifying Proposal within the Marketing Period, the Offeror Parties shall support such Qualifying Proposal, including voting for or consenting to such Qualifying Proposal if such proposal is submitted to the stockholders of the Company for their vote or consent.
Marketing Process. In connection with any Approved Sale or Approved Asset Sale:
(a) Plan Sponsor shall notify the Company and the Board, in writing, in order to commence a process that could result in or lead to an Approved Sale or Approved Asset Sale in accordance with the terms of this Agreement;
(b) the Company will, unless otherwise determined by a majority of the members of the Board (excluding the Plan Sponsor Director and any other director who is not disinterested (as defined, for all purposes of this Section 3.4.5, in Section 1.7) with respect to the Plan Sponsor), engage a recognized qualified investment banking firm selected by, and on compensation terms that are acceptable to, the Plan Sponsor, in each case, in consultation with and with the consent of the Board (excluding the Plan Sponsor Director and any other director who is not disinterested with respect to the Plan Sponsor) (such consent not to be unreasonably withheld, conditioned or delayed, and in any event the Board will respond with such approval, withholding or conditions within ten (10) Business Days following the Plan Sponsor’s written request). Such investment banking firm will thereafter conduct a customary marketing process for such Approved Sale or Approved Asset Sale, including preparing, with the assistance of the Company, marketing materials (e.g., a “teaser,” confidential information memorandum or similar documents); soliciting prospective buyers; requiring prospective buyers to enter into confidentiality agreements; facilitating, with the assistance of the Company, prospective buyer due diligence; establishing bidding protocols (if applicable); making recommendations regarding the bids that are received; and generally administering the sale process;
(c) the Company and the Plan Sponsor (and such investment banking firm) will reasonably consult with the Board regarding such marketing process and keep the Board (including, for the avoidance of doubt, the Minority Director) reasonably updated as to the nature and status of such marketing process for such Approved Sale or Approved Asset Sale, and will otherwise make themselves available, upon the reasonable request of any Director, for discussing, answering questions with respect to and consulting regarding the marketing process with the Board and providing the Board the opportunity to express views thereon, including the status thereof, potential bidders, terms proposed by bidders, marketing materials and management presentations, definitive do...
Marketing Process. (A) By no later than May 21, 2018, the Loan Parties, ▇▇▇▇▇▇▇▇▇▇▇▇ Resources GP, LLC (the "GP") and ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company ("WCC") shall authorize Lazard Freres & Co. LLC (“Lazard”) to conduct a sale and marketing process with respect to all or substantially all of the Loan Parties' assets (the "Sale") and Lazard's existing engagement letter shall be amended to reflect the change in the scope of its services thereunder.
(B) WCC and the Loan Parties will develop, based on good-faith consultations with the Lenders, as promptly as possible, a sale protocol (the “Sale Protocol”) establishing procedures for Lazard's administration of the Sale, and appropriate oversight of the same, which Sale Protocol shall also include, among other things, deadlines for completion of a business plan, completion of a confidential offering memorandum, bid deadlines, populating and maintaining a data room for potentially interested buyers and other related information (the "Sale Information").
(C) By no later than close of business on May 21, 2018, WCC shall assign a representative from ▇▇▇▇▇▇▇ & Marsal (acceptable to the conflicts committee of the board of directors of the GP (the “Conflicts Committee”)) to assist Lazard in facilitating the flow of information from WCC and the Loan Parties to enable Lazard to implement the Sale Protocol and compile the Sale Information.
(D) WCC, the Loan Parties, and their professionals shall reasonably cooperate with the Conflicts Committee and/or its professionals in providing the information and access reasonably necessary to implement the Sale Protocol.
(E) WCC, the Loan Parties, and their representatives will consult with the Lenders and their representatives regarding the development and implementation of the Sale Protocol and Sale Information.
(F) The Loan Parties shall implement the Sale Protocol as promptly as possible. Notwithstanding anything to the contrary contained in Article IX of this Agreement, it will constitute an immediate Event of Default under this Agreement if the conditions in Sections 7.01(x)(A), (x)(C), (x)(E) or (x)(F) are not timely satisfied in accordance with the provisions thereof, and it will constitute an Event of Default under this Agreement if the Loan Parties breach any of the covenants contained in Sections 7.01(x)(B) or (x)(D) and such breach, if capable of being remedied, shall remain unremedied for two (2) Business Days after the earlier of the date an Authorized Officer of any Loan Party becomes aware o...
Marketing Process. PEC and SUBRAINS will decide the Marketing plan once the Training Module is planned. PEC and SUBRAINS should conduct weekly reviews on the Marketing & Sales of this module. PEC will share its member information with SUBRAINS and both will jointly create marketing material and market these training programs and modules. The overall marketing plan will include • Current members and contacts of PEC and SUBRAINS. • All branches of PEC • Clients and contacts of SUBRAINS and PEC. • Marketing through (but not limited to) • Internet • Emails • Telephones • News Papers