Overbid Procedures. The Buyer and the Sellers acknowledge that the Sellers must take reasonable steps to demonstrate that they have sought to obtain the highest and best price for the Purchased Assets and the consummation of the transactions contemplated by this Agreement, including giving notice thereof to the Sellers' creditors and other interested parties, providing information about the Business to prospective bidders (subject to appropriate confidentiality agreements), entertaining higher and better offers from such prospective bidders, and, if necessary, conducting an auction. To facilitate the foregoing, the Sellers shall seek entry of the Bidding Procedures Order providing for the bidding provisions and procedures as set forth in Exhibit A to the Bidding Procedures Order (the "Overbid Procedures"). These procedures shall include the following provisions:
Overbid Procedures. Debtor agrees to use its Best Efforts to obtain an Order of the Bankruptcy Court substantially in the form of Exhibit 2.10, and Debtor agrees to abide by and comply with the procedures set forth therein.
Overbid Procedures. At 11:00 AM, Eastern Time, on the date of the 363 Hearing, Purchaser and all Third Parties submitting or intending to submit Acquisition Proposals shall attend an overbid auction to be conducted by Seller at the Bankruptcy Court (the "Overbid Auction"). Purchaser also may attend the Overbid Auction at which it may, in its sole and absolute discretion, improve the terms of this Agreement (a "Topping Offer"). Purchaser and any Third Party submitting an Acquisition Proposal may improve upon their respective offers to Seller at any time prior to the conclusion of the Overbid Auction, in increments of at least $250,000 in consideration. The Overbid Auction shall be deemed concluded in Seller's discretion, and in any event no later than the commencement of the 363 Hearing. Neither Purchaser nor any Third Party shall be entitled to improve their respective Acquisition Proposals after the conclusion of the Overbid Auction without the Bankruptcy Court's express approval.
Overbid Procedures. Purchaser acknowledges that Seller has entered into a Agreement dated January 4, 2000 with WCIC Furniture, Inc. and Purchaser acknowledges and agrees that it is submitting this Agreement as a "Topping Offer" as described therein.
Overbid Procedures. The Buyers and the Sellers acknowledge that the Sellers must take reasonable steps to demonstrate that they have sought to obtain the highest and best price for the Purchased Assets and the Shares and the consummation of the transactions contemplated by this Agreement, including giving notice thereof to the Sellers' creditors and other interested parties, providing information about the Business to prospective bidders (subject to appropriate confidentiality agreements), entertaining higher and better offers from such prospective bidders, and, if necessary, conducting an auction. To facilitate the foregoing, the Sellers shall seek entry of the Bid Procedures Order, which, among other things, shall provide for lv
Overbid Procedures. 7 (a) Overbid Terms..................................................................................7 (b) Break-Up Fee...................................................................................7
Overbid Procedures. The following procedures (the "Overbid Procedures") shall be used by Seller in connection with the acquisition or sale of the Property:
Overbid Procedures. GC acknowledges that Sponsors have expended and will continue to expend considerable time and money in developing the Proposed Transaction, which it is not prepared to continue, however, except upon the terms hereof. GC and Sponsors therefore agree that the following overbid procedures (the "Overbid Procedures"), among others, shall be employed with respect to the Plan or any other chapter 11 plan for GC that incorporates the Sponsors Investment:
Overbid Procedures. (a) The Purchaser and the Seller acknowledge that the Seller must take reasonable steps to demonstrate that it has sought to obtain the highest and best price for the Assets and the consummation of the transactions contemplated by this Agreement, including giving notice thereof to the Seller's creditors and other interested parties, providing information about the Seller's business to prospective bidders (subject to confidentiality agreements no less restrictive than the Confidentiality Agreement), entertaining higher and better offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Assets, conducting an auction (the "Auction"). The Seller and the Purchaser agree, and the motion to approve the Bidding Procedures Order shall reflect the fact, that the provisions of this Agreement, including this Section and Section 4.8, are reasonable, were a material inducement to the Purchaser to enter into this Agreement and are designed to achieve the highest and best price for the Assets.
Overbid Procedures. The term Overbid Procedures shall mean the following procedures for the Sellers to pursue an Alternative Transaction: (i) any offer by a third party for an Alternative Transaction (the "Offeror") must be received at least eight (8) Business Days prior to the hearing on the Sales Order by each of Ronaxx X. Xxxx, Xxq., Stutxxx, Xxeixxxx & Xlatx Xxxfessional Corporation, 3699 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Xxoyx Xxxxx xx Greix & Xompany, 777 Xxxxx Xxxxxxxx Xxxxxx, 29th Floor, Los Angeles, California 90017, and John Xxxx, Xxesident, Bumble Bee Seafoods, Inc., 8899 Xxxxxxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000; (xi) all offers for an Alternative Transaction must be made in the form of a definitive written purchase agreement, complete with all exhibits and accompanied by the definitive form of any ancillary documents contemplated thereby. The definitive purchase agreement must be signed by the Offeror and contain a representation and warranty that it is the valid and binding agreement of the Offeror, enforceable against the Offeror in accordance with its terms. The definitive purchase agreement cannot contemplate the closing of the transactions contemplated thereby on a day later than the 180th day following the commencement of the Sellers chapter 11 cases; (iii) all offers for an Alternative Transaction must be accompanied by evidence that establishes to the Sellers, in their sole and absolute discretion, that the Offeror is ready, willing and able to perform its obligations, monetary or otherwise, under the definitive purchase agreement; (iv) all offers for an Alternative Transaction must be accompanied by a certified or official bank check in the amount of the Overbid Fee payable to the order of IHF together with an acknowledgment that such check may be delivered to IHF contemporaneously with the Seller's termination of the Agreement as provided in Section 11.2. hereof and acceptance of the offered Alternative Transaction, with the Offeror having no recourse against IHF and its only recourse with respect to Sellers is to have such amount credited against the purchase price it is obligated to pay as, if and when the offered Alternative Transaction is consummated; (v) upon receipt of an offer for any Alternative Transaction, the Sellers will promptly notify IHF in writing and indicate in such notice, the identity of the Offeror and a complete and accurate description of the material terms of such Alternative Transaction, and...
