Impacts of Alternative B – Proposed Action Alternative Sample Clauses

Impacts of Alternative B – Proposed Action Alternative. Under the Proposed Action, the BLM would lease the coal contained within the LBA tract and the coal would be mined using room and pillar mining methods, possibly including pillar removal (retreat) mining. The LBA tract under this alternative spans an area approximately 1,270 acres in extent. Section
Sample 1
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Impacts of Alternative B – Proposed Action Alternative. Under the Proposed Action, the BLM would lease the coal contained within the LBA tract and the coal would be mined using room and pillar mining methods, possibly including pillar removal (retreat) mining. An estimated 3.28 million tons of recoverable coal are present on the tract. At a production rate of 200,000 to 400,000 tons of coal per year this equates to a mine life of approximately eight to 16 years. It is anticipated that for delivery to market coal mined from the tract would be hauled via truck to the Port of Keota and then shipped via barge to the confluence with the Mississippi River. Past this point, coal mined from the tract could be transported in one or more of several directions depending on coal market economics and available end users at the time of sale of mined coal. Specific end-users are not identified at this time. Based on available data this analysis assumes Brazil and India are possible final destinations for the coal. These locations represent the farthest (India) and nearest (Brazil) international markets. Estimated GHG emissions under the Proposed Action are discussed below according to the four primary activities previously identified. Table 3-3 provides a summary of emissions by primary activity and in total and compares these emissions to State of Oklahoma, U.S., and global GHG emissions. GHG emissions from mine construction and reclamation are not inventoried or reported in this analysis because they are not anticipated to be significant. Based on an anticipated construction timeframe of approximately three months, GHG emissions as a result of construction are anticipated to be less than 1% of the emissions reported below. Reclamation activities are likewise anticipated to be less than 1% of the emissions reported below because these activities involve less heavy equipment than both construction and mine operations and because reclamation includes revegetation resulting in some carbon sequestration. electricity and fuel consumption numbers use a conservative estimate of annual coal recovery of 400,000 tons per year. An emission factor of 10.21 kg CO2/gallon of fuel was applied for equipment powered by diesel engines. For electricity usage, total output emission factors for the electricity market region were applied (EPA 2014). An estimate of mine-site GHG emissions, inclusive of electricity use and fuel consumption, is provided in Table 3-3. To determine total and annual GHG emissions, the quantity of methane released from ...
Sample 1
Impacts of Alternative B – Proposed Action Alternative. Under the Proposed Action, the BLM would lease the coal contained within the LBA tract and the coal would be mined using room and pillar mining methods, possibly including pillar removal (retreat) mining. The LBA tract under this alternative spans an area approximately 1,270 acres in extent with an average coal seam thickness of approximately 42 inches. The amount and degree of surface effects from room and pillar mining, possibly including retreat mining, depends upon several factors, including the following: the number and size of the pillars left in place to support the roof, geologic conditions in the overburden, overburden thickness, and the thickness of the coal seam being removed. In general terms, room and pillar mining on the LBA tract without retreat mining may result in some degree of subsidence taking place over long periods of time (decades or longer) as the remaining pillars slowly collapse until the pillars reach a point of stability when they no longer move. This gradual subsidence, if it occurs, may not have any surface expressions at all. In areas where overburden is relatively shallow (e.g., 200 feet) subsidence is more likely to occur over time and is more likely to result in surface expressions than in areas where overburden is relatively thick (e.g., 700 feet). As indicated above, the McAlester Formation of the Pennsylvanian System makes up the overburden across the tract. This formation includes several thin sandstone units separated by thick mudrock sections of the XxXxxxxxx Shale and other unnamed shale members (OSMRE 2013, page 8). Shale has a tendency to bend rather than fracture and can therefore accommodate a level of stress that would fracture more brittle rocks. As indicated above, typical room and pillar mining precludes the near term effects of subsidence (and may not result in surface expressions at all). However, planned retreat mining, if it occurs, allows for localized specific areas to be subsided and for there to be surface expressions of subsidence. Retreat mining, if it occurs, is more likely to result in subsidence and surface expressions from subsidence because retreat mining results in pillar removal which effectively reduces the total area of pillars left in place to support the roof following mining. If subsidence occurs it would occur in areas of pillar extraction. Surface expressions from subsidence could be up to approximately half of the mining height. Total mining height on the tract is anticipated to be n...
Sample 1
Impacts of Alternative B – Proposed Action Alternative. Under the Proposed Action, the BLM would lease the coal contained within the LBA tract and the coal would be mined using room and pillar mining methods, possibly including pillar removal (retreat) mining. Mining the tract would require the construction of surface facilities. Construction of these facilities is estimated to take a crew of 40 people roughly three months to complete. After completion of the surface facilities, extraction of coal deposits would begin. An estimated 3.28 million tons of recoverable coal are present on the tract. At an annual production rate of 200,000 to 400,000 tons of coal per year this equates to a mine life of approximately eight to 16 years. At the low end of the range (200,000 tons per year), labor estimates are for one 10 hour shift per day, five days per week, employing 43 people, including administrative and managerial staff, underground crew, surface crew, and truck drivers for hauling the extracted coal from the mine to the Port of Keota. At the high end of the range (400,000 tons per year), it is estimated that the mine would have to run two 10 hour shifts per day, requiring a total of 81 employees per two-shift day, five days a week. Based on the pay scales of other coal mines currently operating in southeastern Oklahoma, the BLM conservatively estimates hourly wages to range from 16 to 20 $/hour for non-supervisory personnel. These employment numbers and wage data were used as the basis for modelling economic impacts to local communities. The BLM uses IMPLAN as the economic modelling tool to analyze the estimated economic impacts from proposed actions. A range of average individual compensation was calculated using a basic overhead rate of 45% for the lower end, and using an annualized labor income figure from IMPLAN as the upper limit. These estimates of annual compensation per employee for the Proposed Action ranged from $45,178/year to $83,238/year. Per capita income levels in the area of analysis are approximately 34%-37% lower than the per capita income for Oklahoma. Table 3-9 illustrates the average per capita incomes for the area of analysis and the estimated average annual income (lower end) of a mine employee, based on previously stated assumptions. It is clear that even conservatively low estimates of income levels for the Proposed Action would result in positive economic impacts in the area of analysis. Table 3-9. Comparison of average per capita income with estimated annual compensation for LBA tract wo...
Sample 1
Impacts of Alternative B – Proposed Action Alternative. Under the Proposed Action, the BLM would lease the coal contained within the LBA tract and the coal would be mined using room and pillar mining methods, possibly including pillar removal (retreat) mining. An estimated 3.28 million tons of recoverable coal are present on the 1,270-acre tract. At an annual production rate of 200,000 to 400,000 tons of coal this equates to a mine life of approximately eight to 16 years. Coal mined from the tract would be hauled via truck to the Port of Keota for eventual delivery to market. The reasonably foreseeable coal haulage route is described in Section 2.2.4. The effects of leasing and mining the LBA tract with respect to property values and quality of life concerns are inextricably linked with the effects of leasing and mining the LBA tract with respect to the other issues. As a result, in Table 3-11 this analysis primarily summarizes the main conclusions from the analyses of the other issues and applies those conclusions in the analysis of impacts to property values and quality of life concerns. Additional, supporting analysis is also provided below Table 3-11. ISSUE ANALYSIS CONCLUSIONS ISSUE 7: PROPERTY VALUE EFFECTS BASED ON ANALYSIS CONCLUSIONS OF OTHER ISSUES ISSUE 7: QUALITY OF LIFE EFFECTS BASED ON ANALYSIS CONCLUSIONS OF OTHER ISSUES Issue 1: Less than a 1% increase in Oklahoma, U.S., and global GHG emissions as a result of implementation of either the Proposed Action or Alternative C. There is no known mechanism by which an increase in GHG emissions of less than 1% in the context of Oklahoma, U.S., and global emissions would result in changes in property values and/or quality of life in the area of analysis.
Sample 1
Impacts of Alternative B – Proposed Action Alternative. Under the Proposed Action, the LBA tract would be leased and underground mining methods would be used to produce an estimated 200,000-400,000 tons of bituminous (metallurgical) coal annually. Total recoverable coal from the LBA tract under the Proposed Action is estimated to be 3,276,000 tons which, depending on the level of annual production, translates to approximately 8-16 years of mining activity associated with the LBA tract. Leasing and mining the LBA tract under the Proposed Action would increase the annual production of bituminous (metallurgical) coal in Oklahoma and in the international marketplace by approximately 21%-43% and between 0.019% and 0.037%, respectively. This contribution of 200,000-400,000 tons to the annual production of bituminous coal in Oklahoma and to the annual production of bituminous coal in the international marketplace would be sustained for the estimated 8-16 year life of mining on the LBA tract under this alternative. All coal produced in Oklahoma in 2016 was bituminous coal. Whereas, not all bituminous coal produced is used for metallurgical purposes, production of bituminous coal from the LBA tract has been identified by Xxxxx as a source for metallurgical use. Table 3-13 depicts the reasonably foreseeable effects of leasing and mining the LBA tract on metallurgical coal production in Oklahoma, the United States, and worldwide. LBA TRACT LEASING & MINING PRODUCTION METRICS ALTERNATIVE A ALTERNATIVE B ALTERNATIVE C Annual Production (short tons) 0 200,000-400,000 200,000-400,000 Life of Mining of LBA Tract (years) 0 8-16 6-12 Total Recoverable Coal (short tons) 3,276,000 3,276,000 2,592,000 % OK Annual Increase (based on average annual production for the years 2010-2016) 0 21%-43% 21%-43% % U.S. Export Annual Increase (Metallurgical Coal) 0 0.36%-0.72% 0.36%-0.72% % Global Annual Increase (Metallurgical Coal) 0 0.019 %-0.037% 0.019 %-0.037% Sources: EIA 2018, EIA 2016, EIA 2017, IEA 2017
Sample 1

Related to Impacts of Alternative B – Proposed Action Alternative

  • Alternative Proposals (a) Prior to the Offer Closing Date, GFI and the Board of Directors of GFI (upon the recommendation of the Special Committee) may (directly or through their Representatives), in response to a bona fide written Takeover Proposal, subject to compliance with Section 5.4(c) (Change in Recommendation): (i) furnish information with respect to GFI and the GFI Subsidiaries to the Person making such Takeover Proposal and its Representatives pursuant to and in accordance with a customary confidentiality agreement; provided, further, that a copy of all such information provided to such Person has previously been provided to Parent or its Representatives or is provided to Parent substantially concurrently with the time it is provided to such Person; and (ii) participate in discussions or negotiations with such Person or its Representatives regarding such Takeover Proposal; provided, in each case, that the Board of Directors of GFI (upon the recommendation of the Special Committee) determines in good faith (after consultation with its outside legal counsel and its independent financial advisor) that such Takeover Proposal is or could reasonably be expected to lead to a Superior Proposal. (b) As promptly as reasonably practicable after the receipt, directly or indirectly, by GFI of any Takeover Proposal or any inquiry with respect to, or that could reasonably be expected to lead to, any Takeover Proposal, and in any case within 24 hours after the receipt thereof, GFI shall provide oral and written notice to Parent of (i) such Takeover Proposal or inquiry, (ii) the identity of the Person making any such Takeover Proposal or inquiry and (iii) the material terms and conditions of any such Takeover Proposal or inquiry (including a copy of any such written Takeover Proposal and any amendments or modifications thereto). Commencing upon the provision of any notice referred to above and continuing until such Takeover Proposal is withdrawn or the Board of Directors of GFI (upon the recommendation of the Special Committee) has provided written notice to Parent that it is prepared to effect a Change in Recommendation pursuant to Section 5.4(c) (Change in Recommendation), (A) GFI (or its outside legal counsel) shall, in person or by telephone, keep Parent (or its outside legal counsel) reasonably informed of, and shall provide to Parent or Purchaser upon request, the status of such Takeover Proposal and any material developments related thereto, including material amendments or proposed amendments as to price and other material terms of such Takeover Proposal and (B) GFI shall, promptly upon receipt or delivery, and in any case within 24 hours after the receipt thereof, provide Parent (or its outside legal counsel) with copies of all drafts and final versions (and any comments thereon) of agreements (including schedules and exhibits thereto) relating to such Takeover Proposal exchanged between GFI or any of its Representatives, on the one hand, and the person making such Takeover Proposal or any of its Representatives, on the other hand. (c) Neither the Board of Directors of GFI nor any committee thereof (including the Special Committee) shall, directly or indirectly, effect a Change in Recommendation. Notwithstanding the foregoing, at any time prior to Expiration Date, the Board of Directors of GFI (upon the recommendation of the Special Committee) may, in response to a Superior Proposal or an Intervening Event, effect a Change in Recommendation; provided that the Board of Directors of GFI (upon the recommendation of the Special Committee) determines in good faith (after consultation with its outside legal counsel and its independent financial advisor) that the failure to do so would reasonably be likely to be inconsistent with its fiduciary duties to the stockholders of GFI under applicable Law; provided, further, that the Board of Directors of GFI may not effect such a Change in Recommendation unless (i) the Board of Directors of GFI (upon the recommendation of the Special Committee) shall have first provided prior written notice to Parent that it is prepared to effect a Change in Recommendation in response to a Superior Proposal or an Intervening Event, which notice shall, in the case of a Superior Proposal, attach the most current version of any written agreement relating to the transaction that constitutes such Superior Proposal, and, in the case of an Intervening Event, attach information specifying such Intervening Event in reasonable detail and any other information related thereto reasonably requested by Parent, it being understood and agreed that the delivery of such notice shall not, in and of itself, be deemed a Change in Recommendation, and (ii) Parent does not make, within four Business Days after receipt of such notice a proposal that the Board of Directors of GFI (upon the recommendation of the Special Committee) determines in good faith (after consultation with its outside legal counsel and its independent financial advisor) would cause the proposal previously constituting a Superior Proposal to no longer constitute a Superior Proposal or obviates the need for a Change in Recommendation as a result of the Intervening Event, as the case may be. GFI agrees that, during the four Business Day period prior to its effecting a Change in Recommendation, GFI and its Representatives shall, if requested by Parent, negotiate in good faith with Parent and its Representatives (so long as Parent and its Representatives are negotiating in good faith) regarding any revisions to the terms of the Transactions proposed by Parent intended to cause such Takeover Proposal to no longer constitute a Superior Proposal or to obviate the need for a Change in Recommendation as a result of an Intervening Event. Any material amendment to the terms of such Superior Proposal or material change to the facts and circumstances that are the basis for such Intervening Event occurring or arising prior to the making of a Change in Recommendation shall require GFI to provide to Parent a new notice and a new negotiation period of two Business Days (instead of four Business Days). (d) Nothing contained in this Section 5.4 shall prohibit GFI or the Board of Directors of GFI (upon the recommendation of the Special Committee) from taking and disclosing any position contemplated by Rule 14e-2 promulgated under the Exchange Act or making any statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act in respect of any Takeover Proposal, providing any information to stockholders of GFI required by Section 220 of the DGCL or making any disclosure to the stockholders of GFI if the Board of Directors of GFI (upon the recommendation of the Special Committee) determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would reasonably be likely to be inconsistent with its fiduciary duties to the stockholders of GFI under applicable Law; provided, however, that neither the Board of Directors of GFI nor any committee thereof (including the Special Committee) shall, except as expressly permitted by Section 5.4(c) (Change in Recommendation), effect a Change in Recommendation. (e) For purposes of this Agreement:

  • Alternative Action In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Bank or Plan Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank, provided that such alternative act does not violate Code Section 409A.

  • 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.

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee of the board of directors shall not: (i) (A) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company Recommendation (B) fail to include the Company Recommendation in the Proxy Statement, (C) approve, recommend or otherwise declare advisable or propose or resolve to approve, recommend or otherwise declare advisable (publicly or otherwise), any Acquisition Proposal, or (D) fail to publicly reaffirm the Company Recommendation within ten business days after Parent so requests in writing (provided, that Parent shall be entitled to make such a written request for reaffirmation only once for each Acquisition Proposal and once for each material amendment to such Acquisition Proposal) (any action described in clauses (A) and (D) a “Change of Recommendation”); or (ii) Except as expressly permitted by, and after compliance with this Section 6.2(d), cause or permit the Company to enter into any Alternative Acquisition Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to the time, but not after, the Company Requisite Vote is obtained, the board of directors of the Company (x) may make a Change of Recommendation and in connection therewith, approve, recommend or otherwise declare advisable, and enter into an Alternative Acquisition Agreement in connection with a Superior Proposal made after the date of this Agreement (if such Superior Proposal did not result from a material breach of Section 6.2(a) and such Superior Proposal is not withdrawn) or (y) may make a Change of Recommendation as a result of the occurrence of an Intervening Event, if, the board of directors of the Company determines in good faith, after consultation with its outside legal counsel, that failure to do so would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable Law; provided, however, that the board of directors of the Company shall not (i) in the case of clause (x) make a Change of Recommendation with respect to a Superior Proposal and authorize the Company to enter into any Alterative Acquisition Agreement or (ii) in the case of clause (y) make a Change of Recommendation unless: (i) the Company has notified Parent in writing that it intends to effect a Change of Recommendation, describing in reasonable detail the reasons for such Change of Recommendation (a “Recommendation Change Notice”) (it being agreed that the Recommendation Change Notice and any amendment or update to such notice and the determination to so deliver such notice, or update or amend public disclosures with respect thereto shall not constitute a Change of Recommendation for purposes of this Agreement), and if such proposed Change of Recommendation relates to an Acquisition Proposal, has provided copies of the most current version of all documents relating to such Acquisition Proposal, and if such proposed Change of Recommendation relates to an Intervening Event, such Recommendation Change Notice specifies the facts and circumstances of such Intervening Event; and (ii) (x) if requested by Parent, the Company shall have made its Representatives available to discuss and negotiate in good faith with Parent and its Representatives any proposed modifications to the terms and conditions of this Agreement during the three business days following the date on which the Recommendation Change Notice is delivered to Parent and (y) if Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three business day period, the board of directors of the Company shall have determined in good faith after consultation with its financial advisors and outside legal counsel, after considering the terms of such offer by Parent, that the failure to effect a Change of Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, and that in the case of a Change of Recommendation with respect to an Acquisition Proposal, such Acquisition Proposal would continue to constitute a Superior Proposal if the changes offered by Parent were given effect, and that in the case of an Intervening Event, the board of directors of the Company still intends to effect a Change of Recommendation if the changes offered by Parent were given effect; provided that in the event the Acquisition Proposal is thereafter modified by the party making such Acquisition Proposal, the Company shall notify Parent in writing of such modified Acquisition Proposal and shall again comply with the requirements of this clause (ii).

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • Possibility of Declining a Request 1. The requested Party shall not be required to obtain or provide information that the applicant Party would not be able to obtain under its own laws for purposes of the administration or enforcement of its own tax laws. The competent authority of the requested Party may decline to assist where the request is not made in conformity with this Agreement. 2. The provisions of this Agreement shall not impose on a Contracting Party the obligation to supply information which would disclose any trade, business, industrial, commercial or professional secret or trade process. Notwithstanding the foregoing, information of the type referred to in Article 5, paragraph 4 shall not be treated as such a secret or trade process merely because it meets the criteria in that paragraph. 3. The provisions of this Agreement shall not impose on a Contracting Party the obligation to obtain or provide information, which would reveal confidential communications between a client and an attorney, solicitor or other admitted legal representative where such communications are: (a) produced for the purposes of seeking or providing legal advice or (b) produced for the purposes of use in existing or contemplated legal proceedings. 4. The requested Party may decline a request for information if the disclosure of the information would be contrary to public policy (ordre public). 5. A request for information shall not be refused on the ground that the tax claim giving rise to the request is disputed. 6. The requested Party may decline a request for information if the information is requested by the applicant Party to administer or enforce a provision of the tax law of the applicant Party, or any requirement connected therewith, which discriminates against a national of the requested Party as compared with a national of the applicant Party in the same circumstances.

  • Alternative Tenders 12.1 Unless otherwise specified in the TDS, alternative Tenders shall not be considered.

  • Alternative Transactions (a) Except as otherwise permitted by this Section 6.02, until the Effective Time, the Company shall not, and shall not permit any of the Company Subsidiaries, or any director, officer or employee of the Company or any Company Subsidiary, to, or authorize any investment banker, attorney or other advisor or representative retained by it or any of the Company Subsidiaries to, directly or indirectly, (i) initiate, solicit or knowingly encourage, or take any other action to knowingly facilitate, any Alternative Transaction Proposal or the making of any proposal that could reasonably be expected to lead to an Alternative Transaction Proposal, (ii) participate in any discussions or negotiations regarding, or furnish or provide access to any Person any information with respect to, any Alternative Transaction Proposal (except, subject to this Section 6.02, to disclose the existence of the provisions of this Section 6.02), (iii) authorize, approve or cause or permit the Company to enter into any merger agreement, acquisition agreement, memorandum of understanding, letter of intent or similar agreement (other than an Acceptable Confidentiality Agreement) relating to an Alternative Transaction Proposal (an “Alternative Transaction Agreement”) or (iv) agree or resolve to take any actions set forth in clauses (i) through (iii) of this sentence. (b) Until the Effective Time, the Company shall promptly (but in any event within one Business Day) notify Parent orally and in writing after receipt of (i) any Alternative Transaction Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to an Alternative Transaction Proposal or (ii) any request for nonpublic information with respect to the Company or Company Subsidiaries relating to any Alternative Transaction Proposal. Such notice shall include the material terms and conditions of such Alternative Transaction Proposal or inquiry, offer, proposal or request (including the identity of the Person making any such Alternative Transaction Proposal, inquiry, offer, proposal or request) and any amendments thereto. (c) Notwithstanding anything to the contrary contained in Section 6.02(a), if at any time prior to obtaining the Company Stockholder Approval the Company receives an unsolicited, bona fide Alternative Transaction Proposal from any Person that the Company Board determines in good faith, after consultation with outside legal counsel and its independent financial advisor, is, or could reasonably be expected to lead to, a Superior Proposal, the Company may (i) furnish or provide access to information to the Person making such Alternative Transaction Proposal with respect to the Company or the Company Subsidiaries pursuant to an Acceptable Confidentiality Agreement (it being understood that the Company shall as promptly as is reasonably practicable make available to Parent and Merger Sub any written information concerning the Company or the Company Subsidiaries that is provided to any Person pursuant to this Section 6.02(c)(i) to the extent such information was not previously provided to Parent or Merger Sub) and (ii) engage in discussions or negotiations with such Person and its Representatives with respect to such Alternative Transaction Proposal. Upon Parent’s request, the Company shall provide Parent a reasonably detailed update on the status and terms of any discussions, negotiations, inquiries, offers, proposals or requests relating to any such Alternative Transaction Proposal. Without limiting the generality of the foregoing, the Company shall provide to Parent, as soon as practicable and in any event within one (1) Business Day after receipt or delivery thereof, copies of all draft agreements (and any other transaction documents to the extent such transaction documents contain any financial terms, conditions or other material terms relating to such Alternative Transaction Proposal, and a summary of the terms of any financing commitments related thereto to the extent applicable and available) sent by or provided to the Company. (d) Except as set forth in this Section 6.02(d), neither the Company Board nor any committee thereof shall (i) withdraw, withhold, qualify, amend or modify in a manner adverse to Parent or Merger Sub, the approval or recommendation by the Company Board of this Agreement or the Merger, (ii) approve, adopt, endorse or recommend any Alternative Transaction Proposal or Alternative Transaction Agreement or (iii) agree, propose or resolve to take any of the actions set forth in clauses (i) or (ii) of this sentence. Notwithstanding the provisions of the immediately preceding sentence, but subject to the other terms of this Section 6.02(d), prior to the time the Company Stockholder Approval is obtained, the Company Board may (A) if an Intervening Event has occurred, withhold, withdraw, qualify, amend or modify its approval or recommendation of this Agreement and the Merger in connection with such Intervening Event or (B) if the Company has received after the date hereof an Alternative Transaction Proposal that the Company Board determines, after consultation with the Company’s outside legal counsel and its independent financial advisor, is a Superior Proposal, withhold, withdraw, qualify, amend or modify its approval or recommendation of this Agreement and the Merger and approve or recommend such Superior Proposal (any action in clause (A) or (B), a “Change of Recommendation”), in each case if, but only if: (i) the Company notifies Parent and Merger Sub in writing (a “Change of Recommendation Notice”), at least four (4) Business Days in advance, that the Company Board intends to effect a Change of Recommendation and the reasons therefor, which notice shall (y) in the case of an Intervening Event, describe in reasonable detail the facts and circumstances giving rise or relating to such Intervening Event, and (z) in the case of a Superior Proposal, identify the Person making such Superior Proposal, describe the material terms and conditions thereof (including any financing commitments related thereto to the extent applicable and available), and include unredacted copies of the most current and complete draft of any proposed Alternative Transaction Agreement; (ii) the Company negotiates, and causes its outside legal counsel and independent financial advisor to negotiate, in good faith with Parent and its outside legal counsel and independent financial advisor (to the extent Parent desires to negotiate) during such four (4) Business Day period (the “Notice Period”) to make such adjustments to the terms and conditions of this Agreement as would permit the Company Board not to effect a Change of Recommendation with respect to such Intervening Event or so that such Alternative Transaction Proposal ceases to constitute a Superior Proposal, as the case may be; (iii) at the conclusion of the Notice Period, the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and its independent financial advisor, and after taking into account any changes to this Agreement proposed in writing by Parent, that (y) the failure to effect a Change of Recommendation would reasonably be likely to result in a breach of the directors’ fiduciary duties under applicable Law and (z) in the case of a Superior Proposal, that such Superior Proposal continues to constitute a Superior Proposal; and (iv) in the case of a Superior Proposal, the Company terminates this Agreement pursuant to Section 9.01(d)(i) promptly after effecting such Change of Recommendation and immediately prior to or substantially concurrently with such termination, pays to Parent any amounts required to be paid pursuant to Section 9.02(b). In the event of any material change in the facts or circumstances giving rise to any such Intervening Event or to the terms of any such Superior Proposal (including any change to the amount or form of consideration), the Company shall, in each case, provide Parent with a new Change of Recommendation Notice, except that the Notice Period shall be two (2) Business Days instead of four (4) Business Days, before the Company Board may effect a Change of Recommendation and, in the case of a Superior Proposal, terminate this Agreement. (e) Nothing contained in this Section 6.02 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, failure to so disclose would reasonably be likely to result in a violation of applicable Law; provided, however, that if such disclosure does not reaffirm the approval or recommendation by the Company Board of this Agreement and the Merger or has the substantive effect of withholding, withdrawing, qualifying, amending or modifying, in a manner adverse to Parent and Merger Sub, the approval or recommendation by the Company Board of this Agreement or the Merger, such disclosure shall be deemed to be a Change of Recommendation (it being understood, however, that a “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not be deemed a Change of Recommendation). (f) For purposes of this Agreement:

  • Solicitation Exceptions/Deviations Explanation If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation.

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