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Competing Bid Sample Clauses

Competing Bid. In order to qualify for consideration by the Bankruptcy Court as a higher and better offer relating to this transaction (a "Competing Bid") from a party in interest (a "Competing Bidder"), a Competing Bid shall be reduced to writing, and: (i) provide for aggregate consideration having a value greater than the sum of (A) the Purchase Price and (B) $60,000; (ii) not be contingent upon financing necessary to its consummation or the outcome of any unperformed due diligence; and include a certified check payable to Sellers equal to ten percent of the Competing Bid (the "Competing Bid Deposit"); (iv) provide for a closing not later than three weeks after the Bankruptcy Court approves the Competing Bid; (v) provide that the Purchase Price shall be paid in cash and/or marketable securities and (vi) provide for a purchase of all the Stock of the Company provided, however, that should a Competing Bidder or the Purchaser increase its respective bid during the course of the hearing on this Agreement, the determination of who has made the highest and best offer shall not be affected by the necessity of immediately increasing the bidder's deposit.
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Competing Bid. This Agreement and the transactions contemplated hereby are subject to the Seller’s right and ability to consider, prior to entry of the Sale Order, higher or better competing bids with respect to the Business or a material portion of Purchased Assets (each a “Competing Bid”). From and after entry of the Sale Order, the Seller shall not enter into an Alternative Transaction or cause its representatives or Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to the Purchaser and its Affiliates, agents and representatives) in connection with any sale or other disposition of Purchased Assets. From and after the entry of the Sale Order, the Seller shall not respond to any inquiries or offers to purchase all or any part of Purchased Assets or perform any and all other acts related thereto unless required by separate order of the Bankruptcy Court. Prior to entry of the Sale Order, nothing herein shall limit the Seller’s fiduciary duty with respect to maximizing the value of the Business and in connection therewith the Seller may solicit and consider Competing Bids including for Alternative Transactions.
Sample 1
Competing Bid. (a) In the event that one or more public bids for the shares of Skis Rossignol are declared admissible by the French Autorite des marches financiers and compete with the Cash Tender Offer (a "COMPETING BID"), the Sellers shall remain bound by their obligation to transfer the Remaining Skis Rossignol Shares to the Company pursuant to the Purchase Agreement for the Remaining Skis Rossignol Shares. The Parties understand and agree that payment of damages would not constitute an adequate remedy, in the event of the breach by the Sellers of their obligation to deliver the Remaining Skis Rossignol Shares; and they hereby agree that the remedy of specific performance (execution forcee) shall apply in the event of such a breach, as well as in the event of a failure by the Purchaser to pay the Price of the Additional Transferred Shares. (b) In the event that the Sellers, in breach of the obligations set forth in this Agreement, tender their Remaining Skis Rossignol Shares to a Competing Bid or Transfer such shares or any other rights they hold in Skis Rossignol to any person other than the Company or the Purchaser, the Sellers shall pay the Purchaser, by no later than the date on which the Transfer takes place, a fixed amount equal to one-third of the pre-tax gain realized by Sellers in connection with the Transfer. This payment shall become due and payable irrespective of any recourse or actions taken by the Purchaser in an attempt to obtain the specific performance of Sellers' obligation to deliver the Remaining Skis Rossignol Shares; any damages granted to the Purchaser or the Company as a result of Sellers' breach of this obligation or any other obligation under this Agreement shall be in addition to, and not in replacement of, this payment. (c) In the event that the Transfer of the Controlling Interest should take place on the Second Closing Date while a Competing Bid is underway, if the Purchaser should derive capital gains from a Transfer of the shares of Skis Rossignol owned by the Company to the party initiating the Competing Bid, the Purchaser shall pay the Sellers an amount equal to a third of these capital gains, provided that such capital gains shall be calculated as the excess of (i) the sale price of the Skis Rossignol Shares held by the Company, before taxes, multiplied by the % share held by Quiksilver in the Company's capital, over (ii) the acquisition cost of the Controlling Interest. This payment shall become due and payable irrespective of any ...
Sample 1
Competing Bid. If on or after the date of this Agreement any proposal or offer (a “Competing Bid”) from any Person other than Purchaser (“Competing Offeror”) relating to any acquisition of all of the Purchased Assets, is presented to any Seller for consideration by the Bankruptcy Court and meets the provisions and conditions of Section 8.2, then such Seller shall, within 3 business days after receipt thereof, communicate to Purchaser the identity of the Competing Offeror and the terms of the Competing Bid.
Sample 1
Competing Bid. This Agreement is subject to approval by the Bankruptcy Court and the consideration by ACY of higher or better competing bids in respect of all or any part of the Equipment (each a “Competing Bid”). From the Signing Date (and any prior time) and until entry of the Sale Order, ACY is permitted to, and to cause its representatives and professionals to, initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any person (in addition to the Buyer and its affiliates and representatives) in connection with a Competing Bid. In addition, ACY shall have the responsibility and obligation to respond to any inquiries or offers for a Competing Bid and perform any and all other acts related thereto which are required under the Bankruptcy Code, the Sale Procedures Order or other applicable law, including supplying information relating to the Equipment to prospective purchasers.
Sample 1

Related to Competing Bid

  • Competing Business Competing Business" means any financial institution or trust company that competes with, or will compete in any of the Counties with, the Bank or any affiliate of the Bank. The term "Competing Business" includes, without limitation, any start-up or other financial institution or trust company in formation.

  • Competitive Business “Competitive Business” shall mean an enterprise that is in the business of offering banking products and/or services, which services and/or products are similar or substantially identical to those offered by the Bank during Executive’s employment with the Bank.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Competitive Products Competitive Products" means products that serve the same function as, or that could be used to replace, products the Company provided to, offered to, or was in the process of developing for a present, former, or future possible customer/partner at any time during the twelve (12) months immediately preceding the last day of Participant's employment (or at any time during Participant's employment if Participant was employed for less than 12 months), with which Participant had direct responsibility for the sale or development of such products or managing those persons responsible for the sale or development of such products.

  • Competitor “Competitor” means any person, firm, business or other organization or entity that designs, develops, produces, offers for sale or sells products that are in competition with the products of the Company or an Affiliate as designed, developed, produced, offered for sale or sold by the Company or an Affiliate at the time of Executive’s Separation from Service.

  • Competitive Activity (i) The Participant shall be deemed to have engaged in “Competitive Activity” if, during the period commencing on the date hereof and ending on the later of (x) the date that is 12 months after the date the Participant’s Employment with the Company and its Subsidiaries is terminated or (y) the maximum number of years of base salary the Participant is entitled to receive as severance under any agreement with, or plan or policy of the Company or an Affiliate (the “Restricted Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly violates any of the following prohibitions: (A) During the Restricted Period, the Participant will not solicit or assist in soliciting in a Competitive Business (as defined below) the business of any client or prospective client: (1) with whom the Participant had personal contact or dealings on behalf of the Company during the one-year period preceding the Participant’s termination of Employment; (2) with whom employees directly reporting to the Participant (or the Participant’s direct reports) have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Participant’s termination of Employment; or (3) for whom the Participant had direct or indirect responsibility during the one year immediately preceding the Participant’s termination of Employment. (B) During the Restricted Period, the Participant will not directly or indirectly: (1) engage in any business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes in the business of manufacturing and marketing food products that directly compete with the core brands of the Company as of the Termination Date (and for such purpose, a “core brand” shall be any brand generating annual revenues in an amount equal to at least 5% of the Company’s annual revenues, in the fiscal year preceding the fiscal year of such Termination Date) in any geographical area that is within 100 miles from any geographical area where the Company or its Affiliates manufactures and markets its products or services (a “Competitive Business”); (2) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its Affiliates and customers, clients, suppliers, partners, members or investors of the Company or its Affiliates. (C) Notwithstanding anything to the contrary in this Agreement, the Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (D) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (1) solicit or encourage any employee of the Company or its Affiliates to leave the employment of the Company or its Affiliates; or (2) hire any such employee who was employed by the Company or its Affiliates as of the date of the Participant’s termination of Employment with the Company or who left the employment of the Company or its Affiliates coincident with, or within 120 days (one year in the case of any such employee who reported directly to the Participant immediately preceding the Participant’s termination of Employment (or the Participant’s direct reports)) prior to or after, the termination of the Participant’s Employment with the Company. (3) During the Restricted Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates, is such action would result in the Company being disadvantaged. Any solicitation or hiring, that the Participant is not personally involved in, of an employee or former employee of the Company through general advertising shall not, of itself, be a breach of this Section 7(a)(i)(D) (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 7 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein (iii) The period of time during which the provisions of this Section 7 shall be in effect shall be extended by the length of time during which the Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

  • Competitive Activities During the term of this Agreement, Consultant will not, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any business that is competitive with the types and kinds of business being conducted by Company.

  • Generic Competition If a Licensed Product is sold in a country where a product that is an AB Rated Product with respect to such Licensed Product is sold or marketed by a Third Party pursuant to a regulatory approval for the commercial sale and marketing thereof for human therapeutic or prophylactic use in such country, then the royalty rate applicable under Section 5.1(g)(i) to Net Sales of such Licensed Product in such country shall be reduced to [*] percent ([*]%) of the rate originally stated therein (i.e., reduced to [*]%, [*]%, or [*]%, depending on worldwide Net Sales), effective with respect to all Net Sales of such Licensed Product in such country occurring on or after the first day of the first calendar month following the month during which such AB Rated Product is first sold in such country.

  • Competitors The Owner shall possess, in accordance with the terms of this Agreement, the following restrictions: (check one)

  • Restricted Territory Executive and Company understand and agree that Company’s business is not geographically restricted and is unrelated to the physical location of Company facilities or the physical location of any Competing Business, due to extensive use of the Internet, telephones, facsimile transmissions and other means of electronic information and product distribution. Executive and Company further understand and agree that Executive will, in part, work toward expanding Company’s markets and geographic business territories and will be compensated for performing this work on behalf of Company. Accordingly, Company has a protectable business interest in, and the parties intend the Restricted Territory to encompass, each and every location from which Executive could engage in a Competing Business in any country, state, province, county or other political subdivision in which Company has clients, employees, suppliers, distributors or other business partners or operations. If, but only if, this Restricted Territory is held to be invalid on the ground that it is unreasonably broad, the Restricted Territory shall include each location from which Executive can conduct business in any of the following locations: each state in the United States in which Company conducts sales or operations, each province within Canada in which Company conducts sales or operations, and each political subdivision of the United Kingdom in which Company conducts sales or operations. If, but only if, this Restricted Territory is held to be invalid on the grounds that it is unreasonably broad, then the Restricted Territory shall be any location within a fifty (50) mile radius of any Company office.

Most Referenced Clauses

Most Referenced Definitions