Common use of Conduct of Auction Clause in Contracts

Conduct of Auction. If a Superior Offer is submitted by a Qualified Bidder on or before the Bid Deadline, Stayton shall conduct an Auction for the Properties. If no Superior Offer is received by a Qualified Bidder before the Bid Deadline, there shall be no Auction and Blackstone Purchaser and Stayton shall be obligated to complete the Transaction subject to the terms and conditions in the Agreement. The Auction shall be conducted on the following terms: a) The Auction shall be conducted on the fifth Business Day following the Bid Deadline and upon at least three Business Days' notice to Blackstone Purchaser and each Qualified Bidder which has submitted a Superior Offer ("Superior Bidders"). b) Only Blackstone Purchaser and the Superior Bidders may bid in the Auction. c) Formal proceedings of the Auction shall be conducted on the record in the courtroom of the Court. The Court may make available to Superior Bidders, Stayton and their respective representatives additional premises for private consultations during the Auction or recesses from the Auction. d) The Auction may be recessed from time to time in the discretion of the Court at the request of the CRO, the Receiver, MetCap Holdings, LLC, or Superior Bidders, but shall continue until conclusion of the Auction. Exhibit L to Amendment No. 2 to Agreement of Purchase and Sale e) During the Auction, bidding shall begin initially with the highest Superior Offer and subsequently continue in minimum incremental bids of at least a $4,000,000 increase of the Cash/Equity Portion of Purchase Price (each such bid submitted, a "Qualified Overbid"). f) Bids at the Auction may be submitted and received orally, in writing or in sealed or other form as directed by the Court. g) Bidding at the Auction will continue until such time as the highest and best Qualified Overbid (the "Successful Bid") is selected as follows: immediately prior to conclusion of the Auction, Stayton will review each Qualified Overbid on the basis of financial and contractual terms and other factors relevant to (x) the determination of which transaction is in the best interests of the creditors and estates of Stayton and its Affiliates, and (y) the sale process, including those factors affecting the speed and certainty of consummating a transaction and in the exercise of their business judgment, select the Successful Bid. h) Forthwith after announcement of the Successful Bid, the maker thereof (the “Successful Bidder”) shall execute and deliver a purchase agreement incorporating the price and terms offered in the Successful Bid (the "Final Sale Agreement"). Upon submission of the Final Sale Agreement by the Successful Bidder, Stayton will execute the Final Sale Agreement and shall seek Court approval of the Final Sale Agreement. Subsection 2.5(b) of the Agreement shall be deleted from the Final Sale Agreement in its entirety. i) Stayton, may: (i) determine in its business judgment which Qualified Overbid, if any, is the highest or otherwise best offer; and (ii) reject any Qualified Overbid that Stayton determines to be: (a) inadequate or insufficient; (b) not in conformity with the requirements of applicable bankruptcy Laws or these Bid Procedures; or

Conduct of Auction. If a Superior Offer is submitted by a Qualified Bidder on or before the Bid Deadline, Stayton Xxxxxxx shall conduct an Auction for the Properties. If no Superior Offer is received by a Qualified Bidder before the Bid Deadline, there shall be no Auction and Blackstone Purchaser and Stayton Xxxxxxx shall be obligated to complete the Transaction subject to the terms and conditions in the Agreement. The Auction shall be conducted on the following terms: a) The Auction shall be conducted on the fifth Business Day following the Bid Deadline and upon at least three Business Days' notice to Blackstone Purchaser and each Qualified Bidder which has submitted a Superior Offer ("Superior Bidders"). b) Only Blackstone Purchaser and the Superior Bidders may bid in the Auction. c) Formal proceedings of the Auction shall be conducted on the record in the courtroom of the Court. The Court may make available to Superior Bidders, Stayton Xxxxxxx and their respective representatives additional premises for private consultations during the Auction or recesses from the Auction. d) The Auction may be recessed from time to time in the discretion of the Court at the request of the CRO, the Receiver, MetCap Holdings, LLC, or Superior Bidders, but shall continue until conclusion of the Auction. Exhibit L to Amendment No. 2 to Agreement of Purchase and Sale. e) During the Auction, bidding shall begin initially with the highest Superior Offer and subsequently continue in minimum incremental bids of at least a $4,000,000 increase of the Cash/Equity Portion of Purchase Price (each such bid submitted, a "Qualified Overbid"). f) Bids at the Auction may be submitted and received orally, in writing or in sealed or other form as directed by the Court. g) Bidding at the Auction will continue until such time as the highest and best Qualified Overbid (the "Successful Bid") is selected as follows: immediately prior to conclusion of the Auction, Stayton Xxxxxxx will review each Qualified Overbid on the basis of financial and contractual terms and other factors relevant to (x) the determination of which transaction is in the best interests of the creditors and estates of Stayton Xxxxxxx and its Affiliates, and (y) the sale process, including those factors affecting the speed and certainty of consummating a transaction and in the exercise of their business judgment, select the Successful Bid. h) Forthwith after announcement of the Successful Bid, the maker thereof (the “Successful Bidder”) shall execute and deliver a purchase agreement incorporating the price and terms offered in the Successful Bid (the "Final Sale Agreement"). Upon submission of the Final Sale Agreement by the Successful Bidder, Stayton Xxxxxxx will execute the Final Sale Agreement and shall seek Court approval of the Final Sale Agreement. Subsection 2.5(b) of the Agreement shall be deleted from the Final Sale Agreement in its entirety. i) StaytonXxxxxxx, may: (i) determine in its business judgment which Qualified Overbid, if any, is the highest or otherwise best offer; and (ii) reject any Qualified Overbid that Stayton Xxxxxxx determines to be: (a) inadequate or insufficient; (b) not in conformity with the requirements of applicable bankruptcy Laws or these Bid Procedures; oror (c) contrary to the best interests of Xxxxxxx, its estate and its creditors. j) In determining the Successful Bid, Blackstone Purchaser shall receive credit for its Break-Up Fee of $11,000,000 in connection with calculation of the value of its Auction bids. k) The Deposits of all Qualified Bidders will be retained by the Receiver and all Qualified Overbids will remain open and capable of acceptance by Xxxxxxx until 15 Business Days following the entry of the court order confirming the Reorganization Plan. After expiration of such 15-day period and in the event that Xxxxxxx has not accepted the Qualified Overbid of the Qualified Bidder, Xxxxxxx shall return or cause to be returned each Deposit to its respective Qualifying Bidder. l) Xxxxxxx shall have the right to adopt such other rules for the Bid Process which, in its sole judgment, will better promote the goals of the Bidding Process and which are not inconsistent with any of the provisions of these Bid Procedures, m) the Auction Order or of any other order of the Court.

Conduct of Auction. If a Superior Offer is submitted by a Qualified Bidder on or before the Bid Deadline, Stayton shall conduct an Auction for the Properties. If no Superior Offer is received by a Qualified Bidder before the Bid Deadline, there shall be no Auction and Blackstone Purchaser and Stayton shall be obligated to complete the Transaction subject to the terms and conditions in the Agreement. The Auction shall be conducted on the following terms: a) The Auction shall be conducted on the fifth Business Day following the Bid Deadline and upon at least three Business Days' notice to Blackstone Purchaser and each Qualified Bidder which has submitted a Superior Offer ("Superior Bidders"). b) Only Blackstone Purchaser and the Superior Bidders may bid in the Auction. c) Formal proceedings of the Auction shall be conducted on the record in the courtroom court room of the Court. The Court may make available to Superior Bidders, Stayton and their respective representatives additional premises for private consultations during the Auction auction or recesses from the Auction. d) The Auction may be recessed from time to time in the discretion of the Court at the request of the CRO, the Receiver, MetCap Holdings, LLC, Receiver or Superior Bidders, Bidders but shall continue until conclusion of the Auction. Exhibit L to Amendment No. 2 to Agreement of Purchase and Sale. e) During the Auction, bidding shall begin initially with the highest Superior Offer and subsequently continue in minimum incremental bids of at least a $4,000,000 increase of the Cash/Equity Portion of Purchase Price 1,000,000 (each such bid submitted, a "Qualified Overbid"). f) Bids at the Auction may be submitted and received orally, in writing or in sealed or other form as directed by the Court. g) Bidding at the Auction will continue until such time as the highest and best Qualified Overbid (the "Successful Bid") is selected as follows: immediately prior to conclusion of the Auction, Stayton will review each Qualified Overbid on the basis of financial and contractual terms and other factors relevant to (x) the determination of which transaction is in the best interests of the creditors and estates of Stayton and its Affiliates, and (y) the sale process, including those factors affecting the speed and certainty of consummating a transaction and in the exercise of their business judgment, select the Successful Bid. h) Forthwith after announcement of the Successful Bid, the maker thereof (the “Successful Bidder”) shall execute and deliver a purchase agreement incorporating the price and terms offered in the Successful Bid (the "Final Sale Agreement"). Upon submission of the Final Sale Agreement by the Successful Bidder, Stayton will execute the Final Sale Agreement and shall seek Court approval of the Final Sale Agreement. Subsection 2.5(b) of the Agreement shall be deleted from the Final Sale Agreement in its entirety. i) Stayton, may: (i) determine in its business judgment which Qualified Overbid, if any, is the highest or otherwise best offer; and (ii) reject any Qualified Overbid that Stayton determines to be: (a) inadequate or insufficient; (b) not in conformity with the requirements of applicable bankruptcy Laws or these Bid Procedures; or