Initial Offer that Exceeds Highest Priced ROFO Liquidity Offer Sample Clauses

Initial Offer that Exceeds Highest Priced ROFO Liquidity Offer. If there is an Initial Offer that comprises cash and Marketable Securities and satisfies the definition of Liquidity Event in an amount that equals or exceeds the price (on a per Ordinary Share basis) set forth in the highest priced ROFO Liquidity Offer (or in an amount acceptable to the Initiating Shareholder or any Participating Shareholder(s), if no ROFO Liquidity Offer was made), the Corporation and the Shareholders shall do all things reasonably necessary to complete the Liquidity Event proposed by the Initial Offer, including attending any meetings when required to do so, providing relevant information (including Confidential Information) regarding the Corporation as may be requested from time to time and permitting the Third Party Offeror to conduct due diligence and make such investigations and inquiries with respect to the affairs of the Corporation as may be required by the Third Party Offeror in order to complete the Liquidity Event proposed by the Initial Offer; provided, however, that the Third Party Offeror executes a confidentiality agreement in favour of the Corporation containing terms and conditions acceptable to the Corporation, acting reasonably. Upon receipt of instructions from the Initiating Shareholder and any Participating Shareholder(s) to accept the Initial Offer (and subject to the right of the Fairfax Group Shareholders to receive cash only), the other Shareholders will consent to and raise no objections to the Initial Offer, and the Shareholders will take such other actions reasonably necessary or desirable to cause the consummation of the Liquidity Event on the terms the final Initial Offer. Without limiting the foregoing, if the Liquidity Event is structured as a sale of assets or a merger or consolidation, the other Shareholders will waive any appraisal rights which they may have in connection therewith, and if the proposed Liquidity Event is structured as or involves a sale or redemption of Ordinary Shares, each of the other Shareholders will agree to sell its Ordinary Shares on the terms and conditions approved by the Initiating Shareholder. The other Shareholders will execute any merger or sale agreement approved by the Initiating Shareholder in connection with the Liquidity Event, and, subject to the limitation set forth in Section 9.3, will be subject to the indemnification obligations set forth in such agreement. Notwithstanding anything to the contrary herein, in the event that the Fairfax Group Shareholders exercise...
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Related to Initial Offer that Exceeds Highest Priced ROFO Liquidity Offer

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation.

  • Minimum Call-Back Time An employee who is called in and required to work outside their regular working hours shall be paid for a minimum of two (2) hours at overtime rates unless the call-in is immediately prior to their normal work day, in which case there should be no minimum.

  • Volume and Additional Discounts In addition to the Part 1 Minimum Percentage Discount proposed herein, does Vendor ever expect and intend to offer additional, greater, or volume discounts to TIPS Members? If proposing on Part 1, point(s) may be assigned for your response in the Part 1 category of "Pricing" during scoring and evaluation. If you are not proposing on Part 1, you must respond to proceed but no points will be assigned for your response. 8 Yes

  • Gross Settlement Amount Except as otherwise provided by Paragraph 8 below, Defendant promises to pay $290,000.00 and no more as the Gross Settlement Amount and to separately pay any and all employer payroll taxes owed on the Wage Portions of the Individual Class Payments. Defendant has no obligation to pay the Gross Settlement Amount (or any payroll taxes) prior to the deadline stated in Paragraph 4.3 of this Agreement. The Administrator will disburse the entire Gross Settlement Amount without asking or requiring Participating Class Members or Aggrieved Employees to submit any claim as a condition of payment. None of the Gross Settlement Amount will revert to Defendant.

  • Payments from the Gross Settlement Amount The Administrator will make and deduct the following payments from the Gross Settlement Amount, in the amounts specified by the Court in the Final Approval:

  • Requesting Price Increase/Required Documentation Contractor must submit a written notification at least thirty (30) calendar days prior to the requested effective date of the change, setting the amount of the increase, along with an itemized list of any increased prices, showing the Contractor’s current price, revised price, the actual dollar difference and the percentage of the price increase by line item. Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing, or the documentation used to submit pricing in the original Response and be supported with substantive documentation (e.g. manufacturer's price increase notices, copies of invoices from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line item bid. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel format to facilitate analysis and updating of the website. The letter and documentation must be sent to the Bids and Specifications manager, Xxxxxxx Xxxxxx, at Xxxxxxx.Xxxxxx@x-xxx.xxx Review/Approval of Requests If H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective until Contractor receives this notice. If H-GAC does not approve Contractor’s price increase, Contractor may terminate its performance upon sixty (60) days advance written notice to H-GAC, however Contractor must fulfill any outstanding Purchase Orders. Termination of performance is Contractor’s only remedy if H-GAC does not approve the price increase. H-GAC reserves the right to accept or reject any price change request.

  • Proposal Due Date Two (2) copies of each proposal, clearly indicating the appropriate proposal number SR 2012-0286, must be received by 3:00 p.m. Eastern Standard Time on August 16, 2012 to: Xxxxxx X. Xxxxx, Interim Director, DTMB Real Estate Division c/o Xxxxxx Xxxxxx, Property Specialist Xxxxx Building - 1st Floor 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx, XX 00000 Please be advised that proposals MUST be received by the date and time stated herein or they will not be accepted. There will be NO exceptions. An electronic version of the proposal is also requested and should be submitted to xxxx-xxxxxxxxxx@xxxxxxxx.xxx within 24 hours of the due date defined herein and please indicate the appropriate proposal number SR 2012-0286 in the subject line. All proposals shall be valid for one-hundred and twenty (120) days from the submission due date, unless mutually agreed to in writing by both parties.

  • Historical Transaction Amounts For each of the two years ended 31 December 2021 and 2022 and the six months ended 30 June 2023, the historical transaction amounts paid by Poly Developments and Holdings Group to the Group in respect of property management services under the 2021-2023 Property Management Services Framework Agreements were RMB197.9 million, RMB202.5 million and RMB80.3 million, respectively.

  • Reallocation to a Class with a Higher Salary Range Maximum Upon appointment to the higher class, the employee’s base salary will be increased to a step of the range for the new class that is nearest to five percent (5.0%) higher than the amount of the pre-promotional step, or to the entry step of the new range, whichever is higher.

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