Sale Proposal Sample Clauses

Sale Proposal. As defined in Section 10.7(a).
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Sale Proposal. If, at any time prior to the Liquidity Date, a proposal for a sale or other acquisition (whether by merger, consolidation, sale of assets or otherwise) of all or at least ninety percent (90%) of the Shares, calculated on the basis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, then held by all Holders to any third party for a specified price payable in cash, securities or any other consideration and on specified terms and conditions in connection with a Qualifying Sale (a "SALE PROPOSAL"), has been approved by (x) the Board of Directors of the Company, (y) the holders of a sufficient amount of the outstanding share capital of the Company on a fully diluted basis (assuming full conversion and exercise of all outstanding convertible, exchangeable and exercisable securities, including without limitation securities granted under any employee share option plan which have vested) required to approve a sale of all or substantially all of the Company's assets under the Company's Charter and the General Corporation Law of the State of Delaware and (z) the holders of a sufficient amount of Series 4-A Preferred Stock required to approve a sale of all or substantially all of the Company's assets under the Charter, then the parties hereto who so approved the Sale Proposal (the "APPROVING STOCKHOLDERS") may require all of the parties hereto who are not Approving Stockholders ("REMAINING STOCKHOLDERS") to sell all of the Shares of the Company held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same 8 per share consideration (equitably adjusted to take into account the exercise price of any options or warrants) and otherwise on the terms and conditions provided in this Section 6.
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Sale Proposal. Any proposal or offer with respect to a (i) sale ------------- of a significant portion of the assets of MRLB, (ii) sale of shares of stock, securities or other equity interests of MRLB or (iii) merger or other takeover or business combination transaction involving MRLB.
Sample 1
Sale Proposal. If, during the one (1) year period immediately following the Initial Closing Date, American Securities makes a written proposal to acquire the remaining shares of capital stock of the Company not then beneficially owned by American Securities whether by way of a tender offer, merger, pursuant to an agreement and plan of merger to be entered into with the Company or otherwise (each, a “Sale Proposal”), American Securities agrees that the Sale Proposal will be considered by a committee of the Board consisting solely of Independent Directors and will not consummate such Sale Proposal without the approval of such committee.
Sample 1
Sale Proposal. If, during the one (1) year period immediately following the Closing Date, a Subscriber (provided in the case of Xxxxxxxxx, only to the extent of the separate account managed by Coliseum) or any of its controlled affiliates makes a written proposal to acquire the remaining shares of capital stock of the Company not then beneficially owned by the Subscribers whether by way of a tender offer, merger, pursuant to an agreement and plan of merger to be entered into with the Company or otherwise (each, a “Sale Proposal”), such Subscriber agrees that the Sale Proposal will be considered by a committee of the Board of Directors consisting LEGAL_US_E # 159762890.9 solely of Independent Directors and will not consummate such Sale Proposal without the approval of such committee.
Sample 1
Sale Proposal. On or before the first Business Day of each week, a written report from the Consultants, in form and substance satisfactory to the Agent, summarizing the status of the Borrower's efforts to consummate the Sale Proposal; provided that Holdings shall promptly deliver a written report summarizing all material developments relating to the Sale Proposal. In addition, if requested by the Agent, the Borrower shall conduct bi-weekly conference calls with the Lenders to report on the status of the Sale Proposal.
Sample 1
Sale Proposal. If, at any time prior to STAC’s Initial Public Offering, except as may be limited by law, a proposal for a sale of all or substantially all of STAC’s securities to, or a merger with or into a person that is not directly or indirectly an affiliate of STAC or of any stockholder, for a specified price payable in cash, securities or any other consideration and on specified terms and conditions (a “Sale Proposal”), has been approved by (x) the Board of Directors of STAC, (y) the holders of a sufficient percentage of the outstanding voting stock of STAC required to approve a Sale Proposal under STAC’s Charter and the General Corporation Law of the State of Delaware and (z) the holders of a sufficient percentage of the Redeemable Preferred Stock required to approve the Sale Proposal under the Charter, then the parties hereto who so approved the Sale Proposal (the “Approving Stockholders”) may require all of the parties hereto who are not Approving Stockholders (“Remaining Stockholders”) to sell all of the capital stock of STAC held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same per share consideration (equitably adjusted to take into account the exercise price of any options or warrants) and otherwise on the terms and conditions provided in this Section 4.
Sample 1
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Related to Sale Proposal

  • 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.

  • Superior Proposal Section 5.4(b)........................................37

  • Acquisition Proposals (a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York time) on September 14, 2015 (the “Go-Shop Period End Date”, such period, the “Solicitation Period”), PRE and its Subsidiaries and their respective Representatives shall have the right to (i) initiate, solicit or encourage any inquiry or the making of any proposal or offer that constitutes an Acquisition Proposal (except that the reference to 15% in such term will be deemed changed to 50% for purposes of this ‎Section 6.08(a)), including by providing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, PRE and its Subsidiaries to any Person pursuant to an Acceptable Confidentiality Agreement (it being understood that such Acceptable Confidentiality Agreement (A) must contain “standstill” or similar provisions or otherwise prohibit the making or amendment of any Acquisition Proposal not solicited by the PRE Board to the maximum extent permissible under applicable Law and (B) shall not include an obligation of PRE to reimburse such Person’s expenses); provided, that PRE shall make available to Parent (at substantially the same time) any non-public information concerning PRE or its Subsidiaries that is provided to any Person given such access that was not previously made available to the Parent, and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Persons or group of Persons with respect to any Acquisition Proposals and 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. PRE shall promptly (and in any event within 24 hours) notify Parent in writing of the identity of each Person or group of Persons from whom PRE receives an Acquisition Proposal during the Solicitation Period, the material terms and conditions of such Acquisition Proposal (including the financing sources, if applicable), and a copy of such Acquisition Proposal (including any agreements relating to such financing, if applicable).

  • Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.

  • Technical Proposal The technical proposal may be presented in free format. It shall not exceed ten pages, not counting the CVs. It shall respect the following page limit and structure: • Technical methodology (max. 7 pages) • Quality management (max. 1 page) • Project management (max. 1 page) • Resource management (proposal (max. 1 page) + CVs of experts)

  • Alternative Proposals Unless otherwise specified in the Data Sheet (DS nos. 5 and 6), alternative proposals shall not be considered. Where the conditions for its acceptance are met, or justifications are clearly established, UNDP reserves the right to award a contract based on an alternative proposal.

  • Cost Proposal After the Approved Working Drawings are approved by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 above, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bids, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"). The Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "PARTIAL COST PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If Tenant disapproves the Cost Proposal or Partial Cost Proposal, Tenant shall provide Landlord with a reasonably sufficient explanation, and in such event, Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, shall be known hereafter as the "COST PROPOSAL DELIVERY DATE". The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • Additional proposals If the Company at any time during the continuance of this Agreement desires to modify expand or otherwise vary its activities carried on pursuant to this Agreement beyond those specified in any approved proposal, it shall give notice of such desire to the Minister and within 2 months after giving such notice shall submit to the Minister detailed proposals in respect of such modifications expansions or variations and such other matters as the Minister may require. The provisions of clause 4 and 5 (including (for the avoidance of doubt) clause 5(9)) shall apply, the necessary changes being made, to proposals submitted pursuant to this clause.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

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