Strategic Review. The Company shall, on or before the Amendment No. 5 Closing Date, expand the scope of the existing engagement letter between FTI Consulting (“FTI”) and the Company pursuant to the terms of an addendum thereto, on terms reasonably acceptable to the Administrative Agent, to include a strategic review (the “Strategic Review”) of the business of the Company and its Subsidiaries in light of the potential Technology Disposition. The Company shall not amend, modify, vary or supplement the scope of FTI’s engagement for the Strategic Review or terminate such engagement, at any time on and following the Amendment No. 5 Closing Date, without the prior written consent of the Administrative Agent (provided that the Administrative Agent’s written consent shall not be required to the extent of the scope of the FTI engagement is expanded or broadened, so long as a copy of the FTI engagement letter documenting such expanded scope is promptly delivered to the Administrative Agent upon being agreed between FTI and the Company). FTI shall present a report of its findings to the Company’s Board of Directors no later than October 8, 2017. Within five (5) Business Days following FTI’s presentation to the Company’s Board of Directors, the Company and FTI shall meet with the Administrative Agent and its professional advisors to discuss any strategic alternatives and/or initiatives to be recommended as a result of the Strategic Review.
Strategic Review. 6.2.1 A strategic review of this MOU will take place once each year at a place, date and time to be agreed. It will be conducted by senior executive officers of the parties. It will address any matters that any party regards as necessary or desirable to review.
Strategic Review. The Company hereby agrees that it will include in the Press Release (as defined below) an announcement that the Board will evaluate strategies to enhance shareholder value, including optimizing the Company’s capital structure, reviewing its mix of businesses and improving operating performance, and will hire an independent financial advisory firm of international reputation to assist it in these efforts. The Board shall not be restricted in the scope of alternatives it may evaluate. The Company’s evaluation shall commence promptly and is expected to be completed by the end of the summer of 2013.
Strategic Review. Review and make recommendations to the Board and management on the following: ● the Company’s long-term strategic plan, as developed by the Company’s management and approved by the Board; ● the strategic direction of the Company and strategic alternatives available to the Company, including capital allocation, significant corporate transactions, change of control transactions (including a sale of the Company or of its assets), modifications of the Company’s capital structure, debt and equity financings, and other strategic transactions (any of the foregoing, a “Potential Transaction”); ● proposals from any party that could reasonably be expected to result in a Potential Transaction; and ● responses to external developments and factors, such as the economy, competition, and technology. For the avoidance of doubt, the Committee is explicitly authorized to conduct, with the assistance of its advisors, a market check to determine whether a buyer exists for the Company in a transaction that the Committee is willing to recommend to the Board.
Strategic Review. Effective as of August 9, 2017, the Parent Guarantor’s financial advisor, FTI Consulting, Inc. (“FTI”), shall engage in a strategic review of the Parent Guarantor and its business in light of the Tech Business Sale, with a focus on alternative deleveraging strategies and detailed implementation of same, such review to be conducted in accordance with, and a report and presentation in respect thereof to be given to the holders on the dates specified in, the addendum to that certain engagement contract, dated May 18, 2017, between the Parent Guarantor and FTI. The Parent Guarantor shall not amend, modify, vary or supplement the scope of FTI’s engagement for the strategic review or terminate such engagement, at any time on and following the Seventh Amendment Effective Date, without the prior written consent of the Required Holders (provided that the Required Holders’ written consent shall not be required to the extent the scope of the FTI engagement is expanded or broadened, so long as a copy of the FTI engagement letter documenting such expanded scope is promptly delivered to the holders of the Notes upon being agreed between FTI and the Parent Guarantor). FTI shall present a report of its findings to the Parent Guarantor’s Board of Directors no later than October 8, 2017. Within five (5) Business Days following FTI’s presentation to the Parent Guarantor’s Board of Directors, the Parent Guarantor and FTI shall meet with the holders of the Notes and their professional advisors to discuss any strategic alternatives and/or initiatives to be recommended as a result of the strategic review.
Strategic Review. 2.1 In connection with the Board’s ongoing review of prospective opportunities to enhance shareholder value with the advice of Bear, Xxxxxxx & Co. Inc (“Bear Xxxxxxx,” which term shall include any successor financial advisor) as exclusive financial advisor to the Company and the input of the Company’s Chief Executive Officer and other members of the Company’s senior management (the “Strategic Review”), the Company represents and warrants to the other Parties that the Board, in connection with its approval of this Agreement and subject to Full Execution, has resolved (a certified true and complete copy of which resolution has been furnished to the other Parties): (a) to create a special committee of the Board to be called the Strategic Review Committee, for the purpose, through the Standstill Period, of (1) overseeing the Strategic Review on behalf of the Board, (2) interacting with Bear Xxxxxxx, the Company’s Chief Executive Officer and Chief Financial Officer, the Company’s legal advisers and such other parties as it determines appropriate, for the purpose of advancing the Strategic Review, and (3) reporting to, and receiving direction from, the Board at such times as the Board determines appropriate, or the Strategic Review Committee requests, regarding the progress of the Strategic Review and any recommendations resulting therefrom; (b) to designate as members of the Strategic Review Committee, for so long as they are willing to serve during the Standstill Period, the current Chairman of the Board and Xx. Xxxxxxxx; and (c) to provide that (1) subject to the Strategic Review Committee’s rights to determine its own internal procedures, to meet in executive session and to communicate telephonically (in the course of a meeting) without notice to any other person), all other members of the Board shall be given notice (to the extent reasonably practicable) of, and the right to attend, meetings of the Strategic Review Committee, and (2) the participation (in person or telephonically) of both members of the Strategic Review Committee shall be required to constitute a meeting of the Strategic Review Committee.
Strategic Review. If the Parent and/or the Company decide to undertake a strategic review of the Parent Group, then the Parent and/or the Company shall define the scope of such strategic review as soon as reasonably practicable after such decision and the scope shall be in a form satisfactory to the Original Lenders.
Strategic Review. 5.1 Strategic Review meetings shall be held between the Service Provider and TfL. The frequency of the Strategic Review meetings may be varied by mutual agreement subject to a minimum requirement of one Strategic Review meeting within every six (6) months throughout the Term.
Strategic Review. The Association President and one other Association officer shall join the Superintendent’s strategic review team as full participants in the development and review of strategic and innovative projects.
Strategic Review. The Purchaser acknowledges that the Board of Directors of the Company has publicly announced the commencement of a review of strategic alternatives available to the Company (the “Strategic Review”). Notwithstanding anything in this Agreement to the contrary, the Purchaser agrees that if the Company believes that execution of a definitive agreement with respect to an Alternative Transaction is reasonably likely to occur within fifteen (15) days following the date on which the Closing would otherwise be required pursuant to Section 2.3, the Company shall be entitled on one occasion to, at its option, to defer (the “Closing Date Deferral”) the Closing Date for up to fifteen (15) days following the date upon which Closing is otherwise required pursuant to Section 2.3, subject in all events to the satisfaction or waiver of the conditions in Article 6 and to the rights of each of the parties under Article 7; provided that in no event shall any Closing Date Deferral extend the Closing beyond December 31, 2008. The date to which the Company extends the Closing pursuant to this Section 2.6 is the “Deferral Date”.
