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 Executive shall be deemed to have engaged in "Competitive Activity" if, during the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment with the Company or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company or its subsidiaries in the line of business Executive is employed in by the Company or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) where Executive is employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in the business of such entity, except to the extent permitted above; or (ii) Executive (A) directly or indirectly through another entity, induces or attempts to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

  • 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 5.2(f)(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.

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