Alternate Proposal Clause Samples
The Alternate Proposal clause allows one party to suggest a different approach or terms in response to an original offer or contract provision. In practice, this clause enables negotiation by permitting the recipient of a proposal to formally submit an alternative for consideration, such as a different price, timeline, or method of performance. Its core function is to facilitate flexibility and collaboration in contract negotiations, ensuring that both parties can work toward mutually acceptable terms rather than being limited to a single, fixed proposal.
Alternate Proposal. (a) Notwithstanding anything to the contrary set forth in this MoU, during the period beginning immediately following the execution and delivery of this MoU (the “No Shop Period Start Date”) until the earlier of the Offer Acceptance Time or the termination of this MoU in accordance with its terms, the Company and its Subsidiaries shall not, and shall cause their respective directors, officers and employees not to, and shall not authorize or permit their consultants, investment bankers, financial advisors, attorneys, accountants, agents, representatives and advisors (collectively, the “Representatives”) to, directly or indirectly, in any manner whatsoever (i) initiate, solicit, propose, knowingly induce, facilitate, knowingly encourage or knowingly take any action with a view to facilitate or encourage, any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, an Alternate Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations (including by way of furnishing non-public information or granting access to any of the properties or assets of the Company or its Subsidiaries) with any Person relating to any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, an Alternate Proposal, (iii) accept, approve, endorse or recommend any Alternate Proposal, (iv) approve or recommend or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, tender offer agreement, merger agreement, acquisition agreement, business combination agreement, joint venture agreement, option agreement or other similar agreement in respect of any Alternate Proposal (any of the preceding in this sub-clause (iv), an “Alternate Proposal Agreement”), (v) provide any material non-public information to any Person in connection with any Alternate Proposal or (vi) propose publicly or agree to do any of the foregoing related to any Alternate Proposal.
(b) During the period commencing upon the execution and delivery of this MoU and ending on the earlier of the Offer Acceptance Time or the termination of this MoU in accordance with its terms, the Company shall not, and shall cause its Subsidiaries and its Subsidiaries’ respective officers and directors (and each of them shall instruct and not authorize or permit their respective Representatives) not to, initiate any consultation with the Works Council concerning any Alternate Proposal unless required by...
Alternate Proposal. The Proposer may offer an alternate proposal for the services required by this solicitation which may include:
1. Alternate technical solutions to the requirements of the scope of service.
Alternate Proposal. 27 beneficial ownership........................................................39 beneficially owns...........................................................39 Berkshire/Greenbriar Investors..............................................39 Berkshire/Greenbriar Purchase Agreement.....................................39 Berkshire/Greenbriar Registration Rights Agreement..........................19
Alternate Proposal. 27 beneficial ownership....................................................................................40 beneficially owns.......................................................................................40
Alternate Proposal. From the Execution Date till the Closing Date, the Seller, and the Company shall not directly or indirectly, participate in, solicit or encourage (or permit any advisor or other Person acting on its behalf to do so) negotiations or discussions with any Person relating to the issue, sale or other disposal of the Company (or any interest in the ownership of the Company) or any of the business or material assets of the Company (an “Alternative Proposal”) or enter into any agreement or arrangement with any other Party in relation to such matters. The Seller and the Company shall notify the Purchaser immediately of any approach that is made to them or the Company in writing (or any Person acting on behalf of any of them) after the date of the Agreement in relation to any Alternative Proposal.
Alternate Proposal. (a) From and after the date hereof until the earlier of the Offer Acceptance Time or the termination of this MoU in accordance with its terms, the Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective officers, directors or representatives (including any investment banker, financial advisor, attorney, accountant or other advisor retained by it or any of its Subsidiaries) not to, directly or indirectly, in any manner whatsoever (i) initiate, solicit, induce, or knowingly take any action with a view to facilitate or encourage, any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, an Alternate Proposal, (ii) engage or otherwise participate in any discussions or negotiations (including by way of furnishing non-public information or granting access to any of the properties or assets of the Company or its Subsidiaries) with any Person relating to any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, an Alternate Proposal, (iii) accept, approve, endorse or recommend any Alternate Proposal, (iv) approve or recommend or execute or enter into, any letter of intent, agreement in principle, memorandum of understanding, tender offer agreement, merger agreement, acquisition agreement, business combination agreement, joint venture agreement, option agreement or other similar agreement in respect of any Alternate Proposal (any of the preceding in this sub-clause (iv), an “Alternate Proposal Agreement”), or (v) propose publicly or agree to do any of the foregoing related to any Alternate Proposal.
(b) During the period commencing on the date hereof and ending on the date on which the Company publicly announces the Company Board Recommendation in accordance with Section 5.1(f), the Company shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ respective officers, directors or representatives (including any investment banker, financial advisor, attorney, accountant or other advisor retained by it or any of its Subsidiaries) not to, initiate any consultation with the Works Council concerning any Alternate Proposal.
(c) From and after the date hereof until the earlier of the Offer Acceptance Time or the termination of this MoU in accordance with its terms, the Company shall promptly (and in any event no later than the end of the next Business Day) after becoming aware of a receipt by the Company, any of its Subsidiaries or any of thei...