Marketing Process Sample Clauses

Marketing Process. (a) Nothing contained herein shall be deemed to prevent the Company from taking any action (A) to initiate, solicit or encourage any inquiry or the making of any acquisition proposals or offers for the Company or its assets, provided that access to non-public information shall only be made pursuant to confidentiality agreements on customary terms (it being understood that such confidentiality agreements need not prohibit the making or amendment of an acquisition proposal); (B) to engage or enter into, continue or otherwise participate in any discussions or negotiations with any Persons or groups of Persons with respect to an acquisition proposal or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any acquisition proposal; (C) to make any public disclosure regarding the Company and its Subsidiaries, the Offer, any of the transactions contemplated hereby or any other matter; and (D) not inconsistent with the obligations of the Company hereunder. (b) Promptly following the Offer Closing Date, the Offeror Parties shall cause the Company to initiate, solicit and encourage inquiries into the making of acquisition proposals or offers from third parties to acquire the Company, including by engaging one or more independent, nationally-recognized investment banking companies and conducting a customary sales process (including the establishment of a data room to facilitate due diligence), and such sale process will continue for a period of sixty (60) days (such period, the “Marketing Period”). In the event that any Person makes a Qualifying Proposal within the Marketing Period, the Offeror Parties shall support such Qualifying Proposal, including voting for or consenting to such Qualifying Proposal if such proposal is submitted to the stockholders of the Company for their vote or consent.
Sample 1Sample 2
AutoNDA by SimpleDocs
Marketing Process. In connection with any Approved Sale or Approved Asset Sale: (a) Plan Sponsor shall notify the Company and the Board, in writing, in order to commence a process that could result in or lead to an Approved Sale or Approved Asset Sale in accordance with the terms of this Agreement; (b) the Company will, unless otherwise determined by a majority of the members of the Board (excluding the Plan Sponsor Director and any other director who is not disinterested (as defined, for all purposes of this Section 3.4.5, in Section 1.7) with respect to the Plan Sponsor), engage a recognized qualified investment banking firm selected by, and on compensation terms that are acceptable to, the Plan Sponsor, in each case, in consultation with and with the consent of the Board (excluding the Plan Sponsor Director and any other director who is not disinterested with respect to the Plan Sponsor) (such consent not to be unreasonably withheld, conditioned or delayed, and in any event the Board will respond with such approval, withholding or conditions within ten (10) Business Days following the Plan Sponsor’s written request). Such investment banking firm will thereafter conduct a customary marketing process for such Approved Sale or Approved Asset Sale, including preparing, with the assistance of the Company, marketing materials (e.g., a “teaser,” confidential information memorandum or similar documents); soliciting prospective buyers; requiring prospective buyers to enter into confidentiality agreements; facilitating, with the assistance of the Company, prospective buyer due diligence; establishing bidding protocols (if applicable); making recommendations regarding the bids that are received; and generally administering the sale process; (c) the Company and the Plan Sponsor (and such investment banking firm) will reasonably consult with the Board regarding such marketing process and keep the Board (including, for the avoidance of doubt, the Minority Director) reasonably updated as to the nature and status of such marketing process for such Approved Sale or Approved Asset Sale, and will otherwise make themselves available, upon the reasonable request of any Director, for discussing, answering questions with respect to and consulting regarding the marketing process with the Board and providing the Board the opportunity to express views thereon, including the status thereof, potential bidders, terms proposed by bidders, marketing materials and management presentations, definitive do...
Sample 1
Marketing Process. (A) By no later than May 21, 2018, the Loan Parties, Xxxxxxxxxxxx Resources GP, LLC (the "GP") and Xxxxxxxxxxxx Coal Company ("WCC") shall authorize Lazard Freres & Co. LLC (“Lazard”) to conduct a sale and marketing process with respect to all or substantially all of the Loan Parties' assets (the "Sale") and Lazard's existing engagement letter shall be amended to reflect the change in the scope of its services thereunder. (B) WCC and the Loan Parties will develop, based on good-faith consultations with the Lenders, as promptly as possible, a sale protocol (the “Sale Protocol”) establishing procedures for Lazard's administration of the Sale, and appropriate oversight of the same, which Sale Protocol shall also include, among other things, deadlines for completion of a business plan, completion of a confidential offering memorandum, bid deadlines, populating and maintaining a data room for potentially interested buyers and other related information (the "Sale Information"). (C) By no later than close of business on May 21, 2018, WCC shall assign a representative from Xxxxxxx & Marsal (acceptable to the conflicts committee of the board of directors of the GP (the “Conflicts Committee”)) to assist Lazard in facilitating the flow of information from WCC and the Loan Parties to enable Lazard to implement the Sale Protocol and compile the Sale Information. (D) WCC, the Loan Parties, and their professionals shall reasonably cooperate with the Conflicts Committee and/or its professionals in providing the information and access reasonably necessary to implement the Sale Protocol. (E) WCC, the Loan Parties, and their representatives will consult with the Lenders and their representatives regarding the development and implementation of the Sale Protocol and Sale Information. (F) The Loan Parties shall implement the Sale Protocol as promptly as possible. Notwithstanding anything to the contrary contained in Article IX of this Agreement, it will constitute an immediate Event of Default under this Agreement if the conditions in Sections 7.01(x)(A), (x)(C), (x)(E) or (x)(F) are not timely satisfied in accordance with the provisions thereof, and it will constitute an Event of Default under this Agreement if the Loan Parties breach any of the covenants contained in Sections 7.01(x)(B) or (x)(D) and such breach, if capable of being remedied, shall remain unremedied for two (2) Business Days after the earlier of the date an Authorized Officer of any Loan Party becomes aware o...
Sample 1
Marketing Process. PEC and SUBRAINS will decide the Marketing plan once the Training Module is planned. PEC and SUBRAINS should conduct weekly reviews on the Marketing & Sales of this module. PEC will share its member information with SUBRAINS and both will jointly create marketing material and market these training programs and modules. The overall marketing plan will include • Current members and contacts of PEC and SUBRAINS. • All branches of PEC • Clients and contacts of SUBRAINS and PEC. • Marketing through (but not limited to) • Internet • Emails • Telephones • News Papers
Sample 1

Related to Marketing Process

  • Offering Process In connection with the Offering, each of the Co-Managers will: a. Familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client, including the artwork to be beneficially owned by the Client and information relating to the acquisition of the artwork by Client and its affiliates; b. Review to its satisfaction the final offering circular filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Rule 253(g) (the “Offering Circular”) and such other documents to be used by such Co-Manager (the “Offering Materials”) in connection with the offering of the Securities; and c. Review to its satisfaction the active and planned operational practices and procedures of the Client in the conduct of the Offering and assist the Client to meet certain applicable rules and regulations promulgated by, and guidance issued by, the SEC and Financial Industry Regulatory Authority, Inc. (“FINRA”). If each of the Co-Managers is satisfied with the results of its due diligence of Client, each Co-Manager Adviser will then be authorized to: a. Identify and contact possible high net-worth, ultra-high net-worth, and institutional investors, which might have an interest in receiving the Offering Materials and evaluating participation in the Offering; b. Engage in conversations with potential investors that express an interest in learning more about the Offering (and similar transactions) via the Masterworks Platform and were directed to the Co-Manager by the Masterworks Platform, which is controlled by an affiliate of the Client; c. Use the Offering Circular (and any other Offering Materials approved by the Client and such Co-Manager) for solicitation purposes, which the Client will distribute via the Masterworks Platform to each potential investor concurrently with or in advance of any oral communication by a registered representative with such potential investor; d. Attend meetings with Client and potential investors, and assist the Client in responding to due diligence requests from potential investors; e. Ensure to its satisfaction that Anti-Money Laundering (“AML”) procedures are implemented for all potential investors in the Offering; f. Ensure to its satisfaction that suitability assessments are conducted for all potential investors with which such Co-Manager has any communications; and g. Generally assist the Client in its sale of securities to those potential investors accepted by Client in the Offering.

  • Ordering Process 6.4.1 CLEC, or CLEC's agent, shall act as the single point of contact for its End User Customers' service needs, including without limitation, sales, service design, order taking, Provisioning, change orders, training, maintenance, trouble reports, repair, post-sale servicing, Billing, collection and inquiry. CLEC's End User Customers contacting Qwest in error will be instructed to contact CLEC; and Qwest's End User Customers contacting CLEC in error will be instructed to contact Qwest. In responding to calls, neither Party shall make disparaging remarks about each other. To the extent the correct provider can be determined, misdirected calls received by either Party will be referred to the proper provider of local Exchange Service; however, nothing in this Agreement shall be deemed to prohibit Qwest or CLEC from discussing its products and services with CLEC's or Qwest's End User Customers who call the other Party seeking such information. 6.4.2 CLEC shall transmit to Qwest all information necessary for the ordering (Billing, Directory Listing and other information), installation, repair, maintenance and post-installation servicing according to Qwest's standard procedures, as described in the Qwest Product Catalog (PCAT) available on Qwest's public web site located at xxxx://xxx.xxxxx.xxx/wholesale/pcat. Information shall be provided using Qwest's designated Local Service Request (LSR) format which may include the LSR, End User Customer and resale forms. 6.4.3 Qwest will use the same performance standards and criteria for installation, Provisioning, maintenance, and repair of services provided to CLEC for resale under this Agreement as Qwest provides to itself, its Affiliates, its subsidiaries, other Resellers, and Qwest retail End User Customers. The installation, Provisioning, maintenance, and repair processes for CLEC's resale service requests are detailed in the Access to OSS Section of this Agreement, and are applicable whether CLEC's resale service requests are submitted via Operational Support System or by facsimile. 6.4.4 CLEC is responsible for providing to Qwest complete and accurate End User Customer Directory Listing information including initial and updated information for Directory Assistance Service, white pages directories, and E911/911 Emergency Services. The Ancillary Services Section of this Agreement contains complete terms and conditions for Directory Listings for Directory Assistance Services, white pages directories, and E911/911 Emergency Services. 6.4.5 If Qwest's retail End User Customer, or the End User Customer's New Service Provider orders the discontinuance of the End User Customer's existing Qwest service in anticipation of the End User Customer moving to a New Service Provider, Qwest will render its closing xxxx to the End User Customer, discontinuing Billing as of the date of the discontinuance of Qwest's service to the End User Customer. If the Current Service Provider, or if the End User Customer's New Service Provider orders the discontinuance of existing resold service from the Current Service Provider, Qwest will xxxx the Current Service Provider for service through the date the End User Customer receives resold service from the Current Service Provider. Qwest will notify CLEC by Operational Support System interface, facsimile, or by other agreed-upon processes when an End User Customer moves from the Current Service Provider to a New Service Provider. Qwest will not provide the Current Service Provider with the name of the New Service Provider selected by the End User Customer. 6.4.6 CLEC shall provide Qwest and Qwest shall provide CLEC with points of contact for order entry, problem resolution and repair of the resold services. These points of contact will be identified for both CLEC and Qwest in the event special attention is required on a service request. 6.4.7 Prior to placing orders on behalf of the End User Customer, CLEC shall be responsible for obtaining and having in its possession Proof of Authorization (POA), as set forth in the POA Section of this Agreement. 6.4.8 Due Date intervals for CLEC's resale service requests are established when service requests are received by Qwest through Operational Support Systems or by facsimile. Intervals provided to CLEC shall be equivalent to intervals provided by Qwest to itself, its Affiliates, its subsidiaries, other Resellers, and to Qwest's retail End User Customers.

  • Bidding Process 3.1. Bidding shall generally commence based on the sequence of the lot being shown on the PAH Website. However the Auctioneer has the right to vary the sequence without having to give prior notice to the intended bidders. 3.2. It shall be the responsibilities of the E-bidders to login through PAH website to wait for the turn to bid for the property lot in which they intend to bid. 3.3. The Auctioneer has the discretion to set a new reserve price in the event that there is more than one (1) registered bidder. 3.4. The amount of incremental bid will appear on the website prior to the commencement of the auction. 3.5. Registered online Bidders shall start bidding online by pressing the BID Button using their own gadgets with internet connection. If your bid is the highest, it will be denoted by a Green Coloured Box otherwise it will be a Red Coloured Box The highest bid shall flash 10 seconds (subject to change) interval for four (4) times " Calling Once, Calling Twice, Last Call and Sold". E-bidders may submit their bid at any of these stages of biddings by pressing the BID button. The successful bidder's bid will be denoted by a green coloured screen. The highest bidder shall be declared as the successful purchaser upon the fall of the hammer. 3.6. In the event that there is no bid after forty(40) seconds from the time of commencement of the auction, the auction shall be aborted. 3.7. Any bid once entered by the registered online E-bidders shall be binding and the bid shall not be withdrawn or retracted in any manner whatsoever after the fall of the hammer. 3.8. Both the successful and unsuccessful bidders will be notified by the Auctioneer through the website and also via E-mail where further directions are given in order to conclude the sale of the auction property. 3.9. In the event of any dispute, the decision of the Auctioneer shall be final and binding on all bidders. 3.10. Unsuccessful E-bidders shall have the deposit refunded to the same bank account from which the deposit transfer was made within two (2) working days from the date of auction. 3.11. The information shown and/or prompted on the screen handled by the PAH website in regards to the auction in particular the increment of the bidding price during the bidding process and the declaration of the successful bidder shall be final and conclusive.

  • Manufacturing (a) The Supplier shall without limitation be responsible, at no additional cost to the Purchaser, for: sourcing and procuring all raw materials for the Products; obtaining all necessary approvals, permits and licenses for the manufacturing of the Products; providing sufficient qualified staff and workers to perform the obligations under this Purchase Agreement; implementing and maintaining effective inventory and production control procedures with respect to the Products; and handling other matters as reasonably requested by the Purchaser from time to time. (b) The Supplier shall not change any process, material, component, packaging or manufacturing location without the Purchaser’s express prior written approval.

  • Marketing Plan The MCOP shall submit an annual marketing plan to ODM including all planned activities for promoting membership in or increasing awareness of the MCOP. The marketing plan submission shall include an attestation by the MCOP that the plan is accurate and is not intended to mislead, confuse, or defraud the eligible individuals or ODM.

  • Marketing Materials (a) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPointÒ or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the “Marketing Materials”) for internal use or public dissemination, that are produced or are for use or reference by the Sub-Adviser, its affiliates or other designees, broker-dealers or the public in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery. (b) During the term of this Agreement, the Manager agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, or Marketing Materials prepared for distribution to shareholders of each Series, or the public that refer to the Sub-Adviser in any way, prior to the use thereof, and the Manager shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Manager agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Marketing Materials may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Marketing Services The Manager shall provide advice and assistance in the marketing of the Vessels, including the identification of potential customers, identification of Vessels available for charter opportunities and preparation of bids.

  • Manufacturing Services Jabil will manufacture the Product in accordance with the Specifications and any applicable Build Schedules. Jabil will reply to each proposed Build Schedule that is submitted in accordance with the terms of this Agreement by notifying Company of its acceptance or rejection within three (3) business days of receipt of any proposed Build Schedule. In the event of Jabil’s rejection of a proposed Build Schedule, Jabil’s notice of rejection will specify the basis for such rejection. When requested by Company, and subject to appropriate fee and cost adjustments, Jabil will provide Additional Services for existing or future Product manufactured by Jabil. Company shall be solely responsible for the sufficiency and adequacy of the Specifications [***].

  • Manufacture 2.1. The LED(s) on the LED module shall be equipped with suitable fixation elements. 2.2. The fixation elements shall be strong and firmly secured to the LED(s) and the LED module.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!