Competing Offer. If a Competing Offer has been Commenced, then the Managing General Partner may increase the purchase price of the Offer from time to time to an amount agreed to by all of the Partners. In the event one Partner (the "Increasing Partner") desires to increase the price of the Offer under this Article III and the other Partner does not agree within two Business Days to such increase (the "Other Partner"), then the Other Partner shall sell its Partnership Interest to a third party designated by the Increasing Partner. The provisions of the previous sentence shall not apply to any Competing Offer, if at any time during the last 5 days prior to expiration of the Partnership's Offer at least 17 1/2% of the outstanding Units have been validly tendered to the Partnership and not withdrawn. Such purchase of the Other Partner's Partnership Interest, to be for cash at a price equal to the total unreturned Capital Contributions (plus any unreimbursed Partnership expenses, including any Tender Costs, of such Other Partner) by such Other Partner through the date of purchase, shall close within five Business Days of the determination by the Other Partner not to increase the price of the Offer. In the event that, following such sale of the Other Partner's interest, the Partnership (or
Competing Offer. 15.1.1 Notwithstanding anything to the contrary contained in clauses 3.2 or 14, prior to the End of the Acceptance Period, in the event that the Company receives an unsolicited bona fide written Alternative Proposal (whereby for purposes of this clause, any reference in the definition of "Alternative Proposal" to "twenty percent (20%)" shall be deemed to be a reference to "fifty percent (50%)") that did not result from or arise in connection with a breach of clauses 14 or 15, made by a Person who, in the reasonable opinion of the Company (including the Supervisory Board), is a bona fide third-party and which proposal the Boards determine in good faith, after consultation with their outside legal counsel and financial advisors, would reasonably be expected to become a Competing Offer, then, the Company may take the following actions:
Competing Offer. Without limiting the generality of the right of the Board of Directors of Evox to cancel or change the Recommendation based upon its Fiduciary Duties, in the event a third party publishes its decision to offer to purchase all Shares and the Loan Notes through a public tender offer (“Competing Offer”), the Board of Directors of Evox may, subject to Section 3.2 and the provisions of this Section 1.4.2.2, at any time prior to the Closing Date, cancel or change the Recommendation if it reasonably and in good faith considers, after taking advice from reputable external legal counsel and financial advisors and comparing the consideration and other terms and conditions, judged as a whole, of the Competing Offer with KEMET’s offer (as possibly enhanced as described below) pursuant to this Agreement, that it would no longer be in the best interest of the Evox shareholders or holders of the Loan Notes to accept the Tender Offer. Notwithstanding anything to the contrary set forth in the preceding paragraph, the Board of Directors of Evox may cancel or change the Recommendation only if prior to such cancellation or change, the Board of Directors of Evox has provided KEMET with a reasonable opportunity to discuss with a representative of the Board of Directors of Evox about matters arising from the Competing Proposal (as defined below) and allowed KEMET five (5) banking days from the date of KEMET having been informed of the identity of the party having made the Competing Proposal as well as of the price and terms and conditions of the Competing Proposal as set forth in Section 3.2, to enhance its offer pursuant to this Agreement. If KEMET would enhance its offer pursuant to the above so as to, in the reasonable opinion of the Board of Directors of Evox rendered in good faith, be at least equally favourable to the shareholders as the Competing Proposal, the Board of Directors of Evox shall confirm and uphold the Recommendation for the Tender Offer, as enhanced.
Competing Offer. If prior to Seller’s execution of the Sale Agreement, seller receives a competing offer (a bona fide, arm’s length offer on this property under comparable terms and conditions) and that the competing offer (s) offer has not expired or been withdrawn or otherwise been rendered ineffective when this offer is accepted, then Buyer and Seller agree to be bound by the terms of this Escalation Addendum.
Competing Offer. “Competing Offer” means a bona fide, arm’s length offer for the property under comparable terms and conditions that has not expired or been withdrawn when this offer is accepted. The net amount of a competing offer shall be the stated amount (or the maximum amount if the competing offer contains a price escalation clause) less any seller credits or other price adjustments such as credits for the buyers closing cost.
Competing Offer. If prior to the Scheme becoming effective, a third party announces a firm intention pursuant to Rule 2.7 of the Code (a “Firm Third Party Offer”) to acquire the entire issued and to be issued ordinary share capital of Target and the consideration payable for each Share under such Firm Third Party Offer is 210p or more (a “Competing Offer”) then, notwithstanding any other terms of this Undertaking, we may accept or exercise the voting rights attaching to our Shares, or undertake to accept or exercise the voting rights attaching to our Shares, in favour of that Competing Offer and all of our obligations pursuant to this Undertaking will lapse and cease to have effect.
Competing Offer. In addition to the preconditions in Section 2.2.1 above, in the event of a Competing Offer (as defined below) or a Competing Proposal (as defined in Section 4.4(a)) the Board of Directors of the Company may, at any time prior to the Closing Date, withdraw, modify or change the Recommendation if (and only if), prior to such withdrawal, modification or change:
Competing Offer. Section 6.1
Competing Offer. The Hanlong Parties shall have twenty-one days from the receipt of the Offer Notice to deliver a competing offer for the Proposed Transaction to the Board (the “Competing Offer”) and the Board shall, in the exercise of its fiduciary duties, consider in good faith whether the Competing Offer is more favorable to the Company’s stockholders than the terms of the Offer and any other competing proposals for the Proposed Transaction. In the event that the Board determines the Competing Offer is more favorable to the Company’s shareholders, any provisions of this Agreement that would restrict actions that might be taken by a Hanlong Party or its Affiliates in support of such Competing Offer or the Proposed Transaction contemplated thereby shall be waived.
Competing Offer. SCF agrees to give the Company within ten (10) days following such occurrence written notice of the occurrence of an "Event" as that term is hereinafter defined. For purposes of this Section 4, an Event is any of the following:
