Description of the Proposed Action Sample Clauses

Description of the Proposed Action. This is the opening chapter of the EA that contains introductory information such as a brief project description, lead, cooperating, and partner agencies, funding and a description of the following items:
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Description of the Proposed Action. The National Marine Fisheries Service (NMFS) is entering into a co-management agreement with the Cook Inlet Marine Mammal Council (CIMMC) for the year 2000. The co-management agreement specifies the conditions, and the number of strikes allowed, under which a subsistence harvest on Cook Inlet (CI) beluga whales could be undertaken during the year 2000. The agreement specifies a harvest level of one (1) whale strike during 2000. Abundance estimates for the CI beluga whale stock indicate a decline of nearly 50 percent between 1994 and 1998, which caused NMFS to designate the stock as depleted under the Marine Mammal Protection Act (MMPA). Federal authority to enter into the co- management agreement for the year 2000 derives from Public Law 106-31, which prohibits the hunting of CI beluga whales prior to October 1, 2000 except pursuant to a cooperative agreement between NMFS and Alaskan Native organizations (ANOs); and Section 119 of the MMPA which allows the Secretary to enter into cooperative agreements with ANOs to conserve marine mammals and provide co-management of subsistence use by Alaska Natives.
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Description of the Proposed Action. The proposed project consists of constructing a riprap buttress on a portion of bank adjacent to Mount Eden Road that slid into Calabazas Creek in the City of Saratoga, Santa Xxxxx County, California. The project area is approximately 0.3 mile west of the junction of Mount Eden Road and Xxxxxx Road in a low-density residential area. Construction will consist of excavating soil to remove loose landslide debris material, create horizontal benches, vertical faces, and a keyway at the base of the bank, placing filter fabric over the excavation and backfilling the excavation with riprap inclined at 1.5:1 (H:V) slope face. Approximately 230 cubic yards of riprap will be installed below the top of the bank. Refer to Section 3.4 of the biological assessment for details of the riprap placement. The proposed project is anticipated to commence in the late summer, early fall of 2021, prior to winter rains and is anticipated to last six weeks. Two areas along Mount Eden Road will be used as staging areas for project materials and equipment. One is situated along the west side of Mount Eden Road in an area of road shoulder either cleared of vegetation or landscaped and routinely mowed to keep vegetation low. The other is located on the east side of Mount Eden Road is currently a disturbed annual grassland. The applicant will implement the proposed project using the following Conservation Measures described in the Programmatic Biological Opinion:
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Description of the Proposed Action. Small-scale public works involve the construction of health posts, classrooms, and potable water and sanitation systems. Small-scale public works will be financed under both the Strengthened Local Organizations and the Rapid Response components. DEVIDA and the Principal Contractor will offer two small-scale public works to coca growing communities in exchange for the community’s commitment to coca eradication. By their nature, small-scale public works will generally be located in population centers. The total number of each type of small-scale public works and their location will depend on the negotiations with the coca growing communities.
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Description of the Proposed Action. The first part of the Proposed Action is to enter into a new reciprocal right of way agreement with Schaw Investments LLC. BLM would commit existing road 1-5-11 lying in the SW¼SE¼ of Section 3 in T1S, R5W to the agreement. Schaw Investments would commit existing road 1­ 5-11 lying in the SWNE and NE¼SW¼ of Section 3 in T1S, R5W to the agreement. The new right-of-way agreement is a discretionary action. The second part of the Proposed Action is to amend certain United States and Xxxxxxxxx owned lands into Xxxxxxx RWA OR045624 (S-905). BLM would commit existing road 1-5-11 lying in the NW¼ and SW¼SE¼ of Section 3 in T1S, R5W to the agreement. It would also commit public land described as SW¼SW¼ of Section 17, T2N, R2W to the agreement. Xxxxxxx would commit existing road 1-5-11 lying in the SE¼SE¼ of section 3, E½NW¼ of section 10, the W½NW½ and NW¼SW¼ of section 11, and the NW¼NW¼ of section 20, all in T1S, R5W. This amendment is a discretionary action. The Proposed Action also includes the use and maintenance of these roads by Xxxxxxx Lumber and Schaw Investments for forest management activities such as log and rock hauling and administrative access to their lands. All activities would comply with the Best Management Practices (RMP pp.C-1 - C-7).
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Description of the Proposed Action. Paramount and ESRP have agreed to cooperate in carrying out an experimental project on Paramount’s land in Xxxx County. The project is intended to benefit the federally endangered kit fox, and contribute to the scientific body of knowledge regarding kit fox behavior. The project purpose is to facilitate installation, monitoring, and potential removal of several artificial kit fox escape dens on Paramount land that is actively farmed, between the California Aqueduct and the Lost Hills Oil Field approximately a mile to the west. The artificial escape dens will consist of buried pipes and xxxxxxxx in which kit foxes can take refuge from coyotes, red foxes, and other canid predators known to inhabit the area and prey upon the kit fox. Approximately 25 escape dens will be installed in above-ground mounds, to reduce the risk of flooding from crop irrigation, especially with regard to row crops. Of these, approximately four will consist of a concrete or metal chamber that is generally buried several feet below the surface and that is connected to the surface by means of one or two 8-inch pipes. The remaining escape dens will be suitable diameter pipes placed on the surface and then covered with dirt in such a way as to leave one or both ends of the pipe open. The total surface area buffer around the escape den sites that needs to be kept free of earth moving activities, planting, or other disturbance will be no less than 10 feet and up to 30 feet. To minimize the amount of affected farmland, the escape dens will be located along existing farm roads, irrigation canals, or other areas not in current agricultural use. To optimize distribution, some may be sited on land currently in agricultural use. Use of the escape dens will be monitored using radio telemetry of radio-collared kit foxes, spotlighting, track plates, remote cameras, and physical inspection. Scheduling of all activities related to this project will occur to ensure no interference with farming activities on Paramount’s land. In total, the project lands encompass approximately 1668 acres (Table 1). The majority of the land is being used for cotton production in 2001. Other types of crops include pistachio xxxxxx and almond xxxxxx. Approximately 5 percent of the land area is a disced field that was a mature almond grove in the late 1990's. While the orchards will remain over the life of the permit, the row crops chosen by lessees will change from year to year. Other crops that could be grown on the 1154...
Sample 1
Description of the Proposed Action. The National Marine Fisheries Service (NMFS) is entering into an agreement with the Cook Inlet Marine Mammal Council (CIMMC) for the cooperative management of the Cook Inlet (CI) beluga whales under section 119 of the Marine Mammal Protection Act (MMPA) and Public Law 106-553 for the year 2002. The co-management agreement specifies the conditions under which a subsistence harvest on CI beluga whales could be undertaken during the year 2002. The agreement specifies a harvest level of up to two (2) whale strikes. Abundance estimates for the CI beluga whale stock indicated a decline of nearly 50 percent between 1994 and 1998, which caused NMFS to designate the stock as depleted under the MMPA. Federal authority to enter into the co-management agreement for the year 2002 derives from Public Law 106-553, which prohibits the hunting of CI beluga whales except pursuant to a cooperative agreement between NMFS and Alaska Native organizations (ANOs); and Section 119 of the MMPA which allows the Secretary to enter into cooperative agreements with ANOs to conserve marine mammals and provide co-management of subsistence use by Alaska Natives. Because the CI beluga whale stock is depleted, any long-term, Federally-approved management plan that includes harvest is considered a major action subject to the requirements of the National Environmental Policy Act (NEPA). NMFS is separately preparing an Environmental Impact Statement (EIS) on conservation actions that include proposed regulations to Federally regulate the subsistence harvest of CI beluga whales by Alaska Natives after 2002 and, thereby, to recover this stock. These regulations and EIS will not be completed prior to the harvest in 2002, and therefore NMFS is completing an Environmental Assessment (EA) on the harvest of [not to exceed] two whales for this single season. The co-management agreement for 2002, and supporting EA, are consistent with agreements and analyses that were completed for previous single season harvests in 2000 and 2001. NMFS evaluated the impact of allowing the harvest of two belugas in 2002 using computer simulations. These simulations indicated that the harvest of two belugas in 2002 would not significantly delay recovery of the stock. NMFS has determined that the harvest of two beluga whales during the year 2002, as specified in the co-management agreement, will not significantly impact the overall quality of the human environment or cause any adverse impacts on species listed under the E...
Sample 1
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Description of the Proposed Action. The National Marine Fisheries Service (NMFS) is entering into an agreement with the Cook Inlet Marine Mammal Council (CIMMC) for the cooperative management of the Cook Inlet (CI) beluga under section 119 of the Marine Mammal Protection Act (MMPA) and Public Law 106-553 for the year 2001. The co-management agreement specifies the conditions under which a subsistence harvest on CI beluga whales could be undertaken during the year 2001. The agreement specifies a harvest level of one (1) whale strike. Abundance estimates for the CI beluga whale stock indicated a decline of nearly 50 percent between 1994 and 1998, which caused NMFS to designate the stock as depleted under the MMPA. Federal authority to enter into the co-management agreement for the year 2001 derives from Public Law 106-553, which prohibits the hunting of CI beluga whales except pursuant to a cooperative agreement between NMFS and Alaska Native organizations (ANOs); and Section 119 of the MMPA which allows the Secretary to enter into cooperative agreements with ANOs to conserve marine mammals and provide co-management of subsistence use by Alaska Natives.
Sample 1
Description of the Proposed Action. BPA proposes to amend its existing firm power sales agreement with Port Xxxxxxxx Paper Corporation (Port Xxxxxxxx), by increasing the production load served to an existing mill by 3.5 megawatts (MW). Under the current agreement, the mill, which is located in Port Townsend, Washington, receives 12.25 MW of power from BPA. The increase to 15.75 MW would remain in effect until the power sales agreement with Port Xxxxxxxx ends on September 30, 2022. Port Xxxxxxxx has requested this increase to support equipment upgrades at their mill, which they expect to be operational by summer 2014. To supply the additional 3.5 MW of firm power, BPA expects to use the federal energy surplus that BPA forecasts it will have during the remaining term of the contract. BPA identified this surplus in the draft equivalent benefits analysis determination prepared for the proposed contract amendment.1 If certain water conditions occur during the contract term, however, BPA may have to make short- term purchases to balance BPA’s total loads (including Port Townsend’s load) and resources. These would be normal balancing purchases, most likely from the market, existing generation resources, or some combination of both. BPA does not anticipate the need to alter its purchasing strategy for the power sold to Port Xxxxxxxx during the term of the amendment.
Sample 1

Related to Description of the Proposed Action

  • RECOMMENDED ACTION Authorize the City Manager to finalize and execute a construction contract.

  • PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION The TTC will sell the properties in accordance with the provisions of Division 1, Part 6, Chapter 8 of the Revenue and Taxation Code (R&TC), and the Board of Supervisors' policy adopted on November 24, 1970. Exhibit A of the Chapter 8 Agreement Sale indicates the legal description and selling price of the properties. The Honorable Board of Supervisors 3/5/2019 The recommended action supports County Strategic Plan Strategy III.3 – Pursue Operational Effectiveness, Fiscal Responsibility, and Accountability.

  • Notice of Proposed Actions (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

  • Acquisition Proposal “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

  • Legal Action Notice A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

  • Proposed Corrective Action Plan Simultaneously with the submission of the Audit, the Recipient will submit to OCR for its review and approval a proposed Corrective Action Plan to address all inaccessible content and functionality identified during the Recipient’s Audit. The proposed Corrective Action Plan will set out a detailed schedule for: (1) addressing problems, taking into account identified priorities, with all corrective actions to be completed within 18 months of the date OCR approved the Corrective Action Plan; (2) setting up systems of accountability and verifying claims of accessibility by vendors or open sources; and setting up a system of testing and accountability to maintain the accessibility of all online content and functionality on an ongoing basis.

  • Acquisition Proposals (a) Except as provided in this Section 6.2(a) and in Section 6.2(d), the Company shall not (and shall cause the Company Subsidiaries to not), and shall take such reasonable actions to cause (and shall cause the Company Subsidiaries to take such reasonable actions to cause) each Company Entity’s officers, directors, investment bankers, attorneys, accountants, financial advisors, agents, and other representatives (collectively, the “Representatives”) not to, (i) directly or indirectly initiate, solicit, knowingly encourage, or facilitate (including by way of furnishing non-public information) any inquiries with respect to, or the making or submission of, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, or (ii) participate or engage in discussions or negotiations with, furnish any non-public information or data relating to any Company Entity or any Company Asset to, or provide access to the properties, books or records of any Company Entity to, any Person that has made an Acquisition Proposal or in contemplation of an Acquisition Proposal. Notwithstanding the immediately foregoing sentence, at any time prior to obtaining the Company Required Vote, the Company and the Company’s Board are permitted to take any actions described in clause (ii) of this Section 6.2(a) with respect to a third party if (w) the Company has received a written Acquisition Proposal from such third party (and such Acquisition Proposal did not result from a breach of this Section 6.2(a), whether by any Company Entity or any Representative (as if all Company Entities and Representatives were bound by this Section 6.2(a))), (x) the Company gives the Parent the notice required by Section 6.2(e), (y) after receiving the advice of its financial advisors, the Company’s Board determines in good faith that such proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (z) the Company’s Board determines in good faith, after consultation with its outside legal counsel, that the failure to participate in such negotiations or discussions or to furnish such information or data to such third party is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law; except that (1) the Company shall not deliver any non-public information to such third party without first entering into a confidentiality agreement with such third party on terms no less favorable to the Company than those contained in the Confidentiality Agreement (any such confidentiality agreement with such third party, an “Acceptable Confidentiality Agreement”) and (2) subject to applicable Law, the Company shall make available to the Parent any non-public information concerning any Company Entity that is made available to any other Person or group in connection with any actual or potential Acquisition Proposal that was not previously made available to the Parent, contemporaneously with the delivery of such information to (or as promptly as practicable after such information is delivered to) such Person. Nothing contained in this Section 6.2 will prohibit the Company or the Company’s Board from taking and disclosing to the Company’s stockholders a position with respect to an Acquisition Proposal pursuant to Rule 14d-9 or 14e-2(a) promulgated under the Exchange Act or from making any similar disclosure, in either case to the extent required by applicable Law, including the Company Board’s fiduciary duties; except that compliance with such rules will not permit the Company to make an Adverse Recommendation Change other than in accordance with Section 6.2(d). (b) Except as provided in Section 6.2(d) and in Section 6.2(g), each of the Company, the Company’s Board, and each Company Board Committee shall not (i) withdraw or withhold (or amend or modify in a manner adverse to any Buyer Entity), or publicly propose to withdraw or withhold (or amend or modify in a manner adverse to any Buyer Entity), the approval, recommendation, or declaration of advisability by the Company’s Board or any Company Board Committee of this Agreement, the Merger, or any Transactions, (ii) recommend, adopt, or approve, or propose publicly to recommend, adopt, or approve, any Acquisition Proposal (any action described in the immediately foregoing clauses (i) or (ii), an “Adverse Recommendation Change”). (c) Except as provided in Section 6.2(d), the Company shall not (and shall cause the Company Subsidiaries to not), and shall take reasonable actions to cause (and shall cause the Company Subsidiaries to take reasonable actions to cause) each Company Entity’s Representatives not to, execute or enter into any Contract (including any merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement), or any letter of intent, term sheet, memorandum of understanding, or agreement in principle, (i) relating to or that could reasonably be expected to lead to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement in circumstances contemplated in the penultimate sentence of Section 6.2(a)), or (ii) requiring the Company to abandon, terminate, or fail to consummate the Merger or any of the Transactions. (d) Notwithstanding the foregoing set forth in this Section 6.2, at any time prior to obtaining the Company Required Vote, and subject to the Company’s compliance at all times with the provisions of this Section 6.2 and Section 6.4(a), with respect to an Acquisition Proposal, the Company’s Board is permitted to make an Adverse Recommendation Change if (i) a written Acquisition Proposal (that did not result from a breach of Section 6.2(a), whether by any Company Entity or any Representative (as if all Company Entities and Representatives were bound by this Section 6.2(d))) is made to the Company by a third party, and such Acquisition Proposal is not withdrawn, (ii) the Company’s Board determines in good faith after consultation with its legal and financial advisors that such Acquisition Proposal constitutes a Superior Proposal, (iii) the Company’s Board determines in good faith, after consultation with its outside legal counsel, that the failure to make such an Adverse Recommendation Change is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law, (iv) subject to compliance with applicable Law, the Company provides the Parent three Business Days’ prior written notice of the Company’s intention to make an Adverse Recommendation Change because of such Acquisition Proposal (such notice, a “Notice of Acquisition Proposal”), it being understood that a Notice of Acquisition Proposal does not in itself institute an Adverse Recommendation Change for purposes hereof, which notice must include the information with respect to such Acquisition Proposal that is specified in Section 6.2(e); except that, if there are any material revisions to the Acquisition Proposal (relative to the terms of the Acquisition Proposal as set forth in the Notice of Acquisition Proposal as provided to the Parent), then the Company must provide to the Parent a new Notice of Acquisition Proposal and, if the Company has not made an Adverse Recommendation Change, and subject to compliance with applicable Law, an additional three Business Days following the provision of such new Notice of Acquisition Proposal, and (v) at the end of the three-Business Day period described in the immediately foregoing clause (iv) (including any extension of such period required thereunder), the Company Board again makes the determination in good faith after consultation with its outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms hereof that the Parent proposes) that the Acquisition Proposal constitutes a Superior Proposal and that the failure to make such Adverse Recommendation Change is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. If the Parent proposes to the Company any adjustment or modification of the terms hereof in response to a Notice of Acquisition Proposal, and such proposed adjustment or modification, if implemented, would reverse the determination of the Company Board that the Acquisition Proposal constituted a Superior Proposal, then the Company and Parent shall negotiate in good faith with the Parent to implement such adjustment or modification to the terms hereof and, upon implementation of such adjustment or modification, the Company Board shall not make an Adverse Recommendation Change (or, if already made, will reinstate its recommendation in favor of the Merger and this Agreement, as so adjusted or modified). (e) As promptly as practicable after receipt thereof (but in any event within 24 hours after the Company’s receipt thereof), the Company shall (i) advise Parent in writing of any request for non-public information or any Acquisition Proposal received from any Person, or any inquiry, discussions, or negotiations with respect to any Acquisition Proposal, and the material terms of such request, Acquisition Proposal, inquiry, discussions, or negotiations, and (ii) promptly provide to Parent a detailed, written summary of all of the material terms, provisions, and other information set forth in any materials (including any draft agreements) that the Company receives in connection with any Acquisition Proposal (or, at the Company’s election, a copy thereof) and the identity of the Person or group making any such request, Acquisition Proposal, or inquiry or with whom any discussions or negotiations are taking place. The Company shall keep the Parent reasonably informed of the status of any Acquisition Proposals (including disclosing to the Parent the identity of the parties, the price involved, and any material changes to any terms thereof and providing to the Parent detailed, written summaries of all of the material terms, provisions, or other information set forth in any amended or additional documents received from or provided to any Person with respect to such Acquisition Proposal). The Company shall not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party and shall use its reasonable efforts to enforce any such agreement at the request of or on behalf of the Parent. (f) Immediately after the execution and delivery hereof, the Company shall (and shall cause the Company Subsidiaries to) instruct the Representatives to cease and terminate any existing activities, discussions, or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal. The Company shall (i) take the necessary steps to promptly inform the Representatives involved in the Transactions of the obligations undertaken in Section 6.2(a) and (ii) request each Person who has heretofore executed a confidentiality agreement in connection with such Person’s consideration of acquiring the Company or any portion thereof to return or destroy (and certify such destruction in writing by an executive officer of such Person) all confidential information heretofore furnished to such Person by or on its behalf. (g) Nothing in this Agreement will prohibit or restrict the Company’s Board from effecting an Adverse Recommendation Change not involving or relating to an Acquisition Proposal in response to a material adverse development or change in circumstances with respect to the Parent Business occurring or arising after the Signing Date, if (i) the Company’s Board determines in good faith after consultation with its outside legal counsel that not making such Adverse Recommendation Change is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law (ii) subject to compliance with applicable Law, the Company provides the Parent three Business Days’ prior written notice of the Company’s intention to make public an Adverse Recommendation Change because of such material development or change in circumstances (such notice, a “Notice of Material Development”); and that it is considering such a recommendation change and summarizing in reasonable detail the reasons therefor; and (iii) at the end of the three-Business Day period described in the immediately foregoing clause (ii), the Company Board again makes the determination in good faith after consultation with its outside legal counsel and financial advisors (and taking into account any adjustment or modification of the terms hereof that the Parent proposes in writing) that failure to make such an Adverse Recommendation Change is likely to be inconsistent with the Company Board’s fiduciary duties under applicable Law. If the Parent proposes to the Company any adjustment or modification of the terms hereof in response to a Notice of Material Development, and such proposed adjustment or modification, if implemented, would reverse the determination of the Company Board that it make an Adverse Recommendation Change, then the Company and Parent shall negotiate in good faith (during a period not exceeding three Business days, unless otherwise mutually agreed) with respect to such adjustment or modification to the terms hereof and, upon implementation of such adjustment or modification, the Company Board shall not make an Adverse Recommendation Change (or, if already made, will reinstate its recommendation in favor of the Merger and this Agreement, as so adjusted or modified).

  • Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.

  • Superior Proposal (a) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28, 1997, if Assignor receives a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

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