Alternate Transactions. Nothing in this Agreement shall restrict Sellers’ right to pursue one or more Alternate Transactions (as defined below), including marketing Sellers’ assets (including the Acquired Assets) or providing due diligence materials prior to entry of the Bidding Procedures Order; provided, however, that, after entry of the Bidding Procedures Order, the Sellers may pursue such Alternate Transactions solely to the extent permitted and on the terms set forth therein.
Alternate Transactions. As of the date hereof, neither the Company nor any of its Subsidiaries is pursuing, or is in discussions regarding, any solicitation, offer or proposal from any Person concerning any actual or proposed Alternate Transaction.
Alternate Transactions. The Company shall notify the Backstop Parties promptly (and, in any event, within 48 hours) if any bona fide proposal or offer (whether written or unwritten) for an Alternate Transaction (an “Alternate Transaction Proposal”) is received by it or its Subsidiaries or its or its Subsidiaries’ Representatives, indicating, in connection with such notice, the material terms and conditions of any such Alternate Transaction Proposal (including, if applicable, copies of any and all written inquiries, requests, proposals or offers, including any draft of proposed agreements received by the Company, also within 48 hours) and, thereafter, the Company shall keep the Backstop Parties reasonably informed of the status and terms of any such Alternate Transaction Proposals (including any amendments thereto) and the status of any such discussions or negotiations, including any change in the Company’s intentions as previously notified. None of the Company or any of its Subsidiaries shall, after the date of this Agreement, enter into any confidentiality or similar agreement that would prohibit it from providing such information to the Backstop Parties.
Alternate Transactions. (a) If UIHI or UPC has not, on or before ---------------------- December 1, 1997, either (i) both (x) consummated the Private Placement and (y) consummated each of the other transactions contemplated by Article II hereof or (ii) consummated each of the transactions contemplated by Article IIA hereof (such failure, an "ALTERNATE CONSIDERATION EVENT"), then, provided that each of the conditions set forth in Article VII hereof (other than the condition set forth in Section 7.1(g)) has been satisfied or waived, on the next Business Day thereafter, UPC shall otherwise consummate the transactions contemplated by Article II hereof, including the delivery to Philips Networks of preference shares of UPC with an aggregate liquidation preference equal to U.S. $162.5 million and containing the terms set forth on confidential Exhibit D hereto and --------- such other terms as may be mutually acceptable to the Philips Networks and UIHI (the "INCREASING RATE PREFERENCE SHARES").
(b) During the period from December 1, 1997, through September 1, 1998, UPC shall, and the UIHI Parties shall cause UPC to, use its reasonable best efforts to refinance the Increasing Rate Preference Shares, such that the Increasing Rate Preference Shares are redeemed or otherwise monetized in a manner that provides Philips Networks with net cash proceeds in an amount equal to the aggregate liquidation preference of the outstanding Increasing Rate Preference Shares plus all accrued and unpaid dividends thereon; provided that, ---- the TD Facility may require that any additional equity interests newly issued and sold in connection with such refinancing will contain terms and entitle the holders thereof to rights no less favorable to UPC than the Increasing Rate Preference Shares.
(c) All expenses, including, but not limited to, expenses of the sort or type which would be considered to be Selling Expenses and Other Expenses if incurred in connection with the Private Placement, which are incurred in connection with the refinancing referred to in paragraph (b) of this Section 8.5 shall be for the sole account of UPC.
Alternate Transactions. Subject to Section 11.3, nothing in this Agreement shall restrict Sellers’ right to pursue one or more Alternate Transactions, including marketing Sellers’ assets or providing due diligence materials, solely to the extent permitted by the Bidding Procedures Order.
Alternate Transactions. As of the date hereof, neither the Company nor any of its Subsidiaries is party to any commitment, arrangement or agreement to pursue, implement or effectuate any Alternate Transaction.
Alternate Transactions. If the Company receives a written proposal or expression of interest regarding an Alternative Proposal (as defined in the RSA) during the Restructuring Support Period (as defined in the RSA) that the board of directors of the Company, after considering all relevant factors, including, but not limited to, execution risk (i.e., ability to consummate such Alternative Proposal through chapter 11 proceedings) and treatment of Claims, determines in good faith that such Alternative Proposal would, if consummated, better maximize the total enterprise value of the Company for, and provide better recoveries to, applicable stakeholders than the Restructuring (as defined in the RSA) (a “Superior Proposal”), the Company shall promptly notify counsel to the Required Commitment Parties of any such proposal or expression of interest relating to an Alternative Proposal, with such notice to include the material terms thereof, including the identity of the Person or group of Persons involved, in each case subject to any confidentiality or similar agreement entered into by the Company. In the event that the Company executes a Superior Proposal, the Company shall only do so after conducting a public auction pursuant to procedures established by the Bankruptcy Court after notice and a hearing.
Alternate Transactions. (1) From the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Plan Effective Date, the Company and its subsidiaries agree not to seek, solicit, or propose any Alternative Restructuring Proposal (as defined in the RSA).
(2) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company, any of its subsidiaries, or the board of directors, board of managers, or similar governing body of any of them, in such person’s capacity as a director, officer, or member of the Company or any of its subsidiaries, to take any action or to refrain from taking any action to the extent the Company, such subsidiary, or such board of directors, board of managers, or similar governing body believes in good faith, based on advice of counsel, that the taking or failing to take such action would be inconsistent with applicable law or its fiduciary obligations under applicable law, and any such action or inaction pursuant to this Section 7(m)(2) shall not be deemed to constitute a breach of this Agreement; provided, however, that nothing in this Section 7(m)(2) shall be deemed to amend, supplement, or otherwise modify, or constitute a waiver of, any termination right that may arise as a result of any such action or omission; provided further, it is agreed that any such action that results in a termination of this Agreement in accordance with the terms hereof shall be subject to the provisions set forth in Section 14(d) hereof.
(3) Notwithstanding anything to the contrary in this Agreement, but subject to the terms of Section 7(m)(1) and Section 7(m)(2), the Company, each of its subsidiaries, and each of their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights to: (a) consider, respond to, facilitate, and negotiate in connection with any Alternative Restructuring Proposal received by the Company or any of its subsidiaries that is a Superior Proposal (as defined in the RSA) and (b) enter into or continue discussions or negotiations with holders of Company Claims/Interests (as defined in the RSA) (including any Backstop Party), any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee), or any other Person regarding the Restructuring Transactions (as defined in the RSA). If the Company or any of its subsidiar...
Alternate Transactions. The Seller Group shall, and shall cause each Seller Group Company, and each of their respective Affiliates, directors, officers, employees, agents and other representatives to, immediately discontinue any discussions or negotiations with any Person (other than Parent, Merger Sub I and Merger Sub II) relating to any possible acquisition of any Seller Group Company (whether by way of merger, purchase of securities or other ownership interests, purchase of assets or otherwise) or any liquidation, dissolution, recapitalization or other significant corporate reorganization of any Seller Group Company (an “Alternate Transaction”). Until the earlier of the applicable Closing or the termination of this Agreement pursuant to the terms hereof, the Seller Group shall not, and shall cause each Seller Group Company, and each of their respective Affiliates, directors, officers, employees, agents and other representatives not to, take any of the following actions with any Person other than Parent, Merger Sub I and Merger Sub II: (i) solicit, initiate, authorize, recommend, propose, entertain or encourage any proposals or offers from, or conduct discussions with or engage in negotiations with any Person relating to any possible Alternate Transaction, (ii) furnish or cause to be furnished to any Person, other than Parent, Merger Sub I or Merger Sub II, information relating to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Alternate Transaction, or (iii) enter into any agreement with any Person providing for any possible Alternate Transaction.
Alternate Transactions. Notwithstanding any other provisions of this Agreement to the contrary, Hawker shall consent to a request by a holder of Zorin Shares (a “Requesting Party”) to modify the form of the contemplated transaction in such a manner to accommodate the reasonable commercial and tax planning objectives of the Requesting Party provided, and on condition that:
(a) full and complete details of such modification are provided in writing and in advance to Hawker and Hawker’s solicitors;
(b) all costs and expenses of the Requesting Party shall be borne by the Requesting Party (unless otherwise agreed to by Hawker); and
(c) such legal opinions, indemnifications and tax clearance certificates (including certificates pursuant to section 116 of the Income Tax Act (Canada)) acceptable to Hawker and Zorin (in its, or their, sole and unfettered discretion) are provided in advance to Hawker and Zorin. Nothing in this Section 12.12 shall be considered or interpreted or intended to derogate from the requirement of any person to pay taxes or withholdings in accordance with or in compliance with the Income Tax Act (Canada) (including but not limited to section 116 of the Income Tax Act (Canada)).
