Competing Offer. If a Competing Offer has been Commenced, then the Managing General Partner may increase the purchase price of the Offer from time to time to an amount agreed to by all of the Partners. In the event one Partner (the "Increasing Partner") desires to increase the price of the Offer under this Article III and the other Partner does not agree within two Business Days to such increase (the "Other Partner"), then the Other Partner shall sell its Partnership Interest to a third party designated by the Increasing Partner. The provisions of the previous sentence shall not apply to any Competing Offer, if at any time during the last 5 days prior to expiration of the Partnership's Offer at least 17 1/2% of the outstanding Units have been validly tendered to the Partnership and not withdrawn. Such purchase of the Other Partner's Partnership Interest, to be for cash at a price equal to the total unreturned Capital Contributions (plus any unreimbursed Partnership expenses, including any Tender Costs, of such Other Partner) by such Other Partner through the date of purchase, shall close within five Business Days of the determination by the Other Partner not to increase the price of the Offer. In the event that, following such sale of the Other Partner's interest, the Partnership (or
Competing Offer. 15.1.1 Notwithstanding anything to the contrary contained in clauses 3.2 or 14, prior to the End of the Acceptance Period, in the event that the Company receives an unsolicited bona fide written Alternative Proposal (whereby for purposes of this clause, any reference in the definition of "Alternative Proposal" to "twenty percent (20%)" shall be deemed to be a reference to "fifty percent (50%)") that did not result from or arise in connection with a breach of clauses 14 or 15, made by a Person who, in the reasonable opinion of the Company (including the Supervisory Board), is a bona fide third-party and which proposal the Boards determine in good faith, after consultation with their outside legal counsel and financial advisors, would reasonably be expected to become a Competing Offer, then, the Company may take the following actions:
Competing Offer. In the event a third party publishes its decision to offer to purchase any or all Outstanding Shares and Outstanding Equity Instruments through a public tender offer (“Competing Offer”) or the Company receives a written Competing Proposal, the Board of Directors of the Company may, subject to the provisions of this Section 3.2.2 (but not subject to or in accordance with the provisions of Section 3.2.1 above), cancel or change the Recommendation if and only if it determines in good faith, after taking advice from external legal counsel and financial advisor that the Competing Offer or Competing Proposal, judged as a whole, is superior from a financial point of view to the Offeror’s offer (including to the extent enhanced, as described below), and that therefore it would no longer be in the best interest of the holders of the Outstanding Shares and the Outstanding Equity Instruments to accept the Tender Offer and that failure to cancel or change the Recommendation would be inconsistent with the Board of Directors’ Fiduciary Duties; provided that simultaneously with cancelling or changing the Recommendation in accordance with this Section 3.2.2 with respect to a Competing Proposal that is not a Competing Offer, the Company shall enter into a definitive written agreement with respect to such Competing Proposal. Prior to and as a precondition for cancelling or changing its Recommendation in response to a Competing Offer or a Competing Proposal, the Board of Directors of the Company shall (i) comply with its obligations under Section 5.2, (ii) promptly notify the Offeror with reasonably detailed information regarding the Competing Offer or the Competing Proposal (including the identity of the offeror, pricing and material terms and conditions), (iii) in good faith provide the Offeror with an opportunity to negotiate with the Board of Directors of the Company about matters arising from the Competing Offer or the Competing Proposal, and (iv) give the Offeror at least four (4) banking days from the earlier of (a) the date of publishing the Competing Offer or (b) the date of informing the Offeror in writing of the other Competing Proposal, to enhance its offer pursuant to this Agreement. The Board of Directors of the Company shall give due consideration to any enhanced offer received from the Offeror pursuant hereto. In the event of any material revisions to the Competing Offer or the Competing Proposal for which notice was previously given by the Company pursuant t...
Competing Offer. If prior to Seller’s execution of the Sale Agreement, seller receives a competing offer (a bona fide, arm’s length offer on this property under comparable terms and conditions) and that the competing offer (s) offer has not expired or been withdrawn or otherwise been rendered ineffective when this offer is accepted, then Buyer and Seller agree to be bound by the terms of this Escalation Addendum.
Competing Offer. “Competing Offer” means a bona fide, arm’s length offer for the Property under comparable terms and conditions that has not expired or been withdrawn when the offer is accepted. The net amount of the Competing Offer shall be the stated amount (or the maximum amount if the Competing Offer contains a price escalation clause) less any seller credits or other price adjustments such as credits for buying costs.
Competing Offer. If prior to the Scheme becoming effective:
Competing Offer. 11.1 For the purpose of this Clause, a “Competing Offer” is a bona fide Alternative Proposal that provides for an offer of 50% (fifty per cent.) or more of the Shares or a proposal for a legal merger (juridische fusie) that would involve a change of control of the Company (a “Change of Control Offer”) that, in the reasonable opinion of the Supervisory Board, after consultation with the Company’s outside legal counsel and financial advisers, and acting in good faith, is reasonably capable of being consummated, taking into account all legal, financial, regulatory, timing, and similar aspects of, and conditions to, that Alternative Proposal (including, without limitation, the absence of further due diligence requirements, the certainty of financing and the identity and track record of the person making the proposal), and that, if consummated, would result in a transaction more favourable to the Company, the Company’s business and the Company’s stakeholders than the transaction contemplated by this Merger Protocol (after giving effect to any adjustments to the terms and provisions of this Merger Protocol that the Offeror may, but shall not be required to propose, in response to such Competing Offer, without prejudice to the procedure set out in Clause 11.2), whereby the consideration per Ordinary Share offered in such Competing Offer must exceed the Ordinary Share Consideration by at least EUR 1.0.
Competing Offer. 21.1 A Potential Competing Offer is an unsolicited written proposal to make a (public) offer for all Shares or all or substantially all of the assets of the Ziggo Group or a merger or reverse takeover of Ziggo, made by a party who, in the reasonable opinion of Ziggo (including the Supervisory Board), is a bona fide third party and which proposal in the reasonable opinion of Ziggo (including the Supervisory Board), having consulted its financial and legal advisors and considering, among others, level and character of consideration, certainty of financing, conditionality, integrity of the business and position of employees, could reasonably be expected to become a Competing Offer.
Competing Offer. A Competing Offer must be a bona fide, arm’s length, written offer on NWMLS or similar forms, containing all material terms necessary for an enforceable agreement which (a) requires the full purchase price to be paid in cash at closing; (b) provides for closing no later than days (60 days if not filled in) from the date of this offer; and (c) is not contingent on the sale of the buyer’s property. A Competing Offer may include other conditions, such as a buyer’s pending sale of property contingency
Competing Offer. Buyer shall have the right but not the obligation to increase the Purchase Price set forth in this Agreement on one or more occasions so that the Purchase Price as thus increased exceeds the terms of any competing offer to purchase the Premises. The Debtor shall request the authorization of the Bankruptcy Court to pay the amount of Seventy-Five Thousand Dollars ($75,000.00) referred to in Section 6(c) hereinabove as a "break-up fee" under the terms of this Agreement as part of the Motion to approve the sale of the Property hereunder.
