Acquisition Opportunities Sample Clauses
The Acquisition Opportunities clause defines the rights and procedures related to the identification and pursuit of potential business acquisitions by the parties involved. Typically, it outlines how acquisition targets are to be presented, who has the authority to approve or reject such opportunities, and the process for allocating responsibility or benefits from successful acquisitions. This clause ensures that all parties have a clear understanding of how new business opportunities will be handled, thereby preventing disputes and promoting efficient decision-making regarding future growth.
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Acquisition Opportunities. If Contractor or either Owner, anytime prior to the fifth anniversary of the Effective Date, identifies or learns of a Suitable Opportunity for Manager or any affiliate of Manager to acquire (by any form of transaction, including the purchase of securities from any Person, including existing owners thereof) an interest in the equity or the assets of an existing Surgical Business within the Restricted Area, the Contractor shall give written notice to the Manager of each such Suitable Opportunity (the “Acquisition Notice”). The Manager shall consult with the Contractor regarding each such Suitable Opportunity, and Contractor shall reasonably cooperate with the Manager in ascertaining all information about each such Suitable Opportunity as Manager shall reasonably request. The Manager and/or its affiliates and the Contractor will work in good faith with regard to such Suitable Opportunity that Manager elects to pursue (an “Acquisition Project”). Upon the closing of the acquisition of an interest in or the assets of a Qualified Acquisition Project, the Contractor shall receive from the Manager a fee, payable in cash, equal to * percent (*%) of the gross purchase price paid by Manager for its interest in the Qualified Acquisition Project (inclusive of a proportionate amount of assumed indebtedness but exclusive of a proportionate amount of any working capital acquired in excess of a normalized working capital amount, such proportionate amount being equal to the percentage interest acquired by Manager in the Qualified Acquisition Project). Additionally, Contractor shall be entitled to receive from Manager a share of all Management Fees actually collected by Manager, as and when collected, from an Acquired Facility during the two years after the later of (x) the closing of the acquisition or (y) with respect to any center at which procedures are not being regularly performed as of the closing of the acquisition, the date on which the first procedure is performed at such center, which share shall equal * percent of the net revenues of such Acquired Facility (or a comparable share relative to the Manager’s management fees if based on some other amount). As used herein, “Qualified Acquisition Project” shall mean an Acquisition Project identified in an Acquisition Notice with respect to which the Manager or its affiliate acquires an interest in the equity or the assets of within 18 months after the giving of the Acquisition Notice. If (i) Manager fails to indicate it...
Acquisition Opportunities. (a) During the Term (as defined in Article V below), MHI Hotels Services agrees to promptly notify the Company, on an exclusive basis, of any opportunity to invest in, acquire or develop a property, whether in fee or leasehold, and, whether in whole or in part, that is suitable for, the development or operation of a hotel (“Hotel Property”) which is presented to MHI Hotels Services or its subsidiaries and that meets the Company’s acquisition criteria, as the Company may communicate such acquisition criteria to MHI Hotels Services from time to time. For purposes of this Agreement, a Hotel Property includes, but is not limited to, full-service upper up-scale, up-scale and mid-scale hotels (as such terms are used by ▇▇▇▇▇ Travel Research or similar industry source), whether or not such hotels are underperforming in their respective marketplace, or may be functionally obsolete. MHI Hotels Services shall promptly provide to the Company all information, materials and documents reasonably available to MHI Hotels Services or its subsidiaries with respect to such Hotel Property or opportunity, subject to the requirements of any confidentiality agreements with third parties, provided, however, that any confidentiality agreement must permit MHI Hotels Services to notify the Company of such hotel property investment, acquisition or development opportunity. Notwithstanding the foregoing, MHI Hotels Services shall refer any such opportunity directly to the Company prior to execution of a confidentiality agreement but otherwise will use its best efforts, at no additional out-of-pocket expense to MHI Hotels Services, to negotiate any confidentiality agreement so as to permit disclosure of the opportunity, and all information, materials and documents with respect thereto, to the Company.
(b) The Company shall notify MHI Hotels Services, within 10 business days following the Company’s receipt from MHI Hotels Services of the information with respect to a Hotel Property investment, acquisition or development opportunity as described in Section 2(a), whether the Company intends to pursue such opportunity. During such 10 day period, if the Company notifies MHI Hotels Services that the Company intends to pursue such opportunity, MHI Hotels Services shall not provide any information regarding such opportunity to any third party until otherwise notified by the Company, provided that the Company is making commercially reasonable efforts to conduct due diligence or is otherwise acti...
Acquisition Opportunities. From time to time, Capital Partners may present acquisition opportunities to Security Capital which Capital Partners believes may be appropriate for Security Capital. However, Capital Partners is under no obligation to present any or all acquisition candidates of which it is aware to Security Capital.
Acquisition Opportunities. During the term of this Agreement, Shansby Partners shall offer to the Company for its consideration any acquisition opportunities for Mexican food companies that primarily produce tortillas, tortilla chips, salsas or Mexican sauces and that are identified by Shansby Partners or any affiliate thereof after the consummation of the Initial Public Offering (each, an "Acquisition Opportunity"). If the Company declines to pursue any such Acquisition Opportunity, then Shansby Partners or its affiliates can pursue such Acquisition Opportunity without the involvement of the Company. Neither Shansby Partners nor any of its affiliates will be required to use their funds to provide any financing (in connection with an acquisition or otherwise) on behalf of the Company. If the Company fails to notify Shansby Partners that the Company desires to pursue, and has the financial capability to pursue, an Acquisition Opportunity within 30 days after Shansby Partners advises the Company of such Acquisition Opportunity, then the Company shall be deemed to have declined such Acquisition Opportunity. For purposes of this Agreement, the Company's "financial capability" with respect to an Acquisition Opportunity shall mean the sum of, without duplication: (i) the Company's cash on hand, (ii) the Company's unutilized borrowing capacity under any existing revolving credit facility and (iii) the amount that the Company could reasonably expect to borrow from third parties in connection with the Acquisition Opportunity (including, without limitation, through seller financing). The Company shall use its reasonable best efforts to evaluate and pursue in an expeditious manner any Acquisition Opportunities that it elects to pursue, and if the Company determines that it does not wish to continue to pursue such Acquisition Opportunity (or that it does not have the financial capability to continue to pursue such Acquisition Opportunity), then the Company will promptly notify Shansby Partners. Upon such notification, then Shansby Partners or its affiliates can pursue such Acquisition Opportunity without the involvement of the Company.
Acquisition Opportunities. Section 3.1 Participation Offer -------------------
(a) Subject to the terms and provisions of this Article III, if JCM shall hereafter acquire, and shall determine to exercise, any right (an "Acquisition Right") to acquire any Equity Securities or any Rights to acquire any Equity Securities of any Covered Issuer from such Covered Issuer or any third-party which is not a Related Party or Affiliate of JCM (collectively, "Subject Securities"), other than an Exempt Acquisition Right, JCM shall promptly notify the ▇▇▇▇▇▇▇ Group Representative of such Acquisition Right and shall either offer or cause such Covered Issuer or third party to offer to the ▇▇▇▇▇▇▇ Group (a "Participation Offer"), in the manner hereinafter set forth, the opportunity to acquire, collectively and on economic terms on a per share or per security basis that are substantially identical to those offered to JCM, up to, but in no event more than the number or amount (as appropriate) of Subject Securities equal to the product obtained by multiplying the total number or amount (as appropriate) of such Subject Securities as to which JCM exercises such Acquisition Right by a fraction the numerator of which is the total number of High Vote Shares Beneficially Owned by any and all members of the ▇▇▇▇▇▇▇ Group as of the date the applicable Participation Notice is given and the denominator of which is the sum of (i) the total number of High Vote Shares Beneficially Owned by any and all members of the ▇▇▇▇▇▇▇ Group as of such date plus (ii) the total number of High Vote Shares Beneficially Owned by any and all members of the ▇▇▇▇▇▇ Group as of such date. If, when and to the extent the options to acquire shares of TCI capital stock created in favor of JCM by the June 16 Stock Transaction (as defined in the Settlement Agreement) are exercised, they shall collectively constitute an Acquisition Right subject to this Article III, but EXHIBIT 7(M) the number of shares which are Subject Shares with respect to such Acquisition Right shall be reduced by the number of TCI Low Vote Shares that the ▇▇▇▇▇ Estate has the right to exchange pursuant to numbered paragraph 24 of the Settlement Agreement. The term Acquisition Right includes any right of JCM (if and to the extent exercised) to acquire Equity Securities of a Covered Issuer in connection with a "going private" transaction involving that Covered Issuer.
(b) The ▇▇▇▇▇▇▇ Group may exercise in whole or in part its rights under Section 3.1(a) with respect to an...
Acquisition Opportunities. In exchange for the Corporation's covenants contained herein, HIG agrees that it and its affiliates shall not, directly or indirectly, acquire the stock or all or substantially all of the assets of any of Evercom, Inc., Radical Inc., Value Added Communications, Inc., Science Dynamics Corp., Global Tel*Link, Correctional assets of AT&T Public Communications Services, Correctional assets of MCI and Public Communications Services except through its ownership in the Corporation or until it has sold its ownership in the Corporation; provided, that if HIG or its affiliates do not acquire the Corporation prior to the first anniversary of the date hereof, this Section 3 shall terminate at such time.
Acquisition Opportunities. (a) If an AIM Party becomes aware of an opportunity to acquire surface coal mining properties in the States of Illinois, Indiana, Ohio, Pennsylvania or West Virginia (“Subject Assets”) with a fair market value (as determined in good faith by the board of directors or other comparable governing body of such AIM Party) equal to or greater than $5 million that it is interested in pursuing, then, subject to Section 9(b), as soon as practicable thereafter, such AIM Party shall notify GP, in writing, of such opportunity and deliver to GP all information prepared by or on behalf of such AIM Party relating to such opportunity. As soon as practicable, but in any event within 30 days after receipt of such written notification and information, GP, on behalf of the Partnership, shall notify AIM, in writing, that either (i) GP, on behalf of the Partnership, has elected (with the concurrence of Members owning 75% of the Membership Interests of GP) not to cause the Partnership to pursue the opportunity to purchase the Subject Assets, or (ii) GP, on behalf of the Partnership, has elected to cause the Partnership to pursue the opportunity to purchase the Subject Assets. If GP fails to provide such notice within such period of 30 days, GP, on behalf of the Partnership, will be deemed to have elected the alternative described in clause (ii). If GP elects the alternative described in clause (i), the AIM Party may pursue such
Acquisition Opportunities. (a) The Company agrees to consider for potential acquisition, investment or development properties that are submitted to the Company by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and are suitable for the development or operation of a hotel. In the event ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ elects to submit a hotel or hotels to the Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ agrees to promptly notify the Company, on a non-exclusive basis, of the opportunity to invest in, acquire or develop the property. Any such property shall (i) be currently managed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or a subsidiary or with which ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ currently has a substantial, ongoing business relationship (each a “Hotel Property”) and (ii) meet the Company’s acquisition criteria, as the Company may communicate such acquisition criteria to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ from time to time. For purposes of this Agreement, a Hotel Property includes, but is not limited to, full-service upper up-scale, up-scale and mid-scale hotels (as such terms are used by ▇▇▇▇▇ Travel Research or similar industry source), whether or not such hotels are underperforming in their respective marketplace, or are functionally obsolete. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall promptly provide to the Company all information, materials and documents reasonably available to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or its subsidiaries with respect to such Hotel Property or opportunity, subject to the requirements of any confidentiality agreements with third parties, provided, however, that any confidentiality agreement must permit ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to notify the Company of such hotel property investment, acquisition or development opportunity. Notwithstanding the foregoing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall refer any such opportunity directly to the Company prior to execution of a confidentiality agreement, but otherwise will use its best efforts, at no additional out-of-pocket expense to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to negotiate any confidentiality agreement so as to permit disclosure of the opportunity, and all information, materials and documents with respect thereto, to the Company. For purposes of this Agreement, acquisition or development opportunities relating to a hotel or project that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or an affiliate does not manage or with which ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ does not have an existing, ongoing and substantial business relationship, shall not be deemed Hotel Properties.
(b) The Company shall notify ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, within twenty (20) business days following the Company’s receipt from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of the information with respect to a Hotel P...
Acquisition Opportunities. During the term of this Agreement, Shansby Partners shall offer to the Company for its consideration any acquisition opportunities for Mexican food companies that primarily produce tortillas, tortilla chips or salsas and that are identified by Shansby Partners or its affiliates after the consummation of the Initial Public Offering. If the Company declines to pursue any such acquisition opportunity, then Shansby Partners or its affiliates can pursue the acquisition opportunity without the involvement of the Company. Neither Shansby Partners nor any of its affiliates will be required to use their funds to finance any acquisition on behalf of the Company.
Acquisition Opportunities. The Company shall have used its best efforts to facilitate the introduction of the Purchaser to potential merger and acquisition opportunities.