NOTIFICATION OF COMPETING TRANSACTION Sample Clauses

NOTIFICATION OF COMPETING TRANSACTION. (a) The Company will promptly, but in any event within 24 hours, notify Parent of the existence of any proposal, discussion, negotiation or inquiry, which could reasonably be expected to lead to an Acquisition Proposal, received by the Company, and the Company will promptly, but in any event within 24 hours, communicate to Parent the material terms of any such proposal, discussion, negotiation or inquiry, which it may receive (and will promptly, but in any event within 24 hours, provide to Parent copies of any written materials received by the Company, any Company Subsidiary or their respective representatives in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry or engaging in such discussion or negotiation and shall immediately communicate to Parent the status of such proposal, discussion or inquiry. The Company will promptly, but in any event within 24 hours, provide to Parent any non-public information concerning the Company provided to any other Person which was not previously provided to Parent. (b) Except as set forth in this SECTION 6.4(b), neither the Company's board of directors nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify in a manner adverse to Parent or Purchaser, the approval or recommendation by such board of directors or any such committee of the Offer, this Agreement or the Merger, (ii) approve or recommend or propose to approve or recommend any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares pursuant to the Offer, the Company's board of directors may (x) withdraw or modify its approval or recommendation of the Offer, this Agreement or the Merger, (y) approve or recommend a Superior Proposal, or (z) enter into an agreement with respect to a Superior Proposal, in each case at any time after the third Business Day following Parent's receipt of written notice (such notice being referred to herein as the "SECTION 6.4(b) NOTICE") from the Company advising Parent that the board of directors of the Company has received a Superior Proposal which it intends to accept, specifying the material terms and conditions of such Superior Proposal, identifying the Person making such Superior Proposal, but only if the Company shall have caused its financial and legal advisors to negotiate in good faith with ...
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NOTIFICATION OF COMPETING TRANSACTION. Until the expiry of the Offer, CPIF shall inform APT forthwith upon the Board of Trustees concluding that there is a Competing Transaction that it is prepared to accept but shall not withdraw its recommendation to support the Offer unless it has provided APT with notice in writing that there is a Competing Transaction and APT, within two business days after receipt of the notice contemplated above, does not publicly announce an intention to amend the terms of the Offer and APT does not amend the Offer promptly thereafter so that the Board of Trustees, with the advice of its financial advisors, reasonably believes the amended Offer is at least equal to the Competing Transaction, provided that, if more than one Competing Transaction exists, the provisions of this Section 3.7 shall only apply to and be in respect of the Competing Transaction that the Board of Trustees concludes is the superior transaction and has so notified APT.
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NOTIFICATION OF COMPETING TRANSACTION. Subject to clause 11.9, during the Exclusivity Period, Target RE must as soon as possible notify Bidder in writing if it, or any of its Representatives, becomes aware of any: (i) negotiations or discussions, approach or attempt to initiate any negotiations or discussions, or intention to make such an approach or attempt to initiate any negotiations or discussions in respect of any inquiry, expression of interest, offer, proposal or discussion in relation to an actual, proposed or potential Competing Transaction; or (ii) proposal made to Target RE or any of its Representatives, in connection with, or in respect of any exploration or completion of, an actual, proposed or potential Competing Transaction, or (iii) provision by Target RE or any of its Representatives of any non- public information concerning the business or operations of Target RE or Target to a Third Party (other than a Government Agency) in connection with an actual, proposed or potential Competing Transaction, whether direct or indirect, solicited or unsolicited, and in writing or otherwise. For the avoidance of doubt, any of the acts described in paragraphs (A) to (C) may only be taken by Target RE if not otherwise proscribed by this agreement. A notification given under clause 11.5(a) must include (1) the identity of the relevant person making or proposing the relevant actual, proposed or potential Competing Transaction; and (2) all material terms and conditions (including details as to value) of the actual, proposed or potential Competing Transaction.
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NOTIFICATION OF COMPETING TRANSACTION. The Corporation shall immediately inform the Offeror upon becoming aware of a Competing Transaction and shall promptly provide to the Offeror a copy of any and all documentation received in connection with such Competing Transaction and: (a) the Corporation shall provide the Offeror with notice in writing delivered to the Offeror that there is a Competing Transaction at least five clear business days prior to the date on which the Corporation's Board proposes to withdraw or otherwise change its recommendation to support the Offer, or proposes to enter into discussions or provide access under section 3.1(a), which notice may only be given if the Competing Transaction has been made or proposed on or before the fifth business day prior to the expiry of the Offer; and (b) the Offeror, within three business days after receipt of the notice in writing contemplated above, shall have the right to match such Competing Transaction. If the Offeror does not publicly announce an intention to increase the Offer and does not amend the Offer to increase the consideration payable under the Offer to a price at least equal to the price under the Competing Transaction within two business days thereafter and, in any event, before the expiry of the Offer, the Offeror shall have been deemed not to have exercised the right for the purposes of this Section 5.2. If there is more than one Competing Transaction, the provisions of this section 5.2 shall only apply to and in respect of the Competing Transaction that the Corporation's Board notifies the Offeror is the superior Competing Transaction.
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NOTIFICATION OF COMPETING TRANSACTION. The Corporation shall not enter into any agreement regarding a Competing Transaction or shall not withdraw or otherwise change its recommendation to support the Offer unless it has provided the Offeror with (i) notice in writing delivered to the Offeror that there is a Competing Transaction (or any changes of the terms hereof), and (ii) an opportunity to amend the Offer to increase the consideration to be received by shareholders of the Corporation under the Offer. The Corporation shall provide the Offeror with a copy of any agreement relating to the Competing Transaction that is proposed to be executed by the person making the offer or proposal relating to the Competing Transaction, at least five (5) business days before its proposed execution by the Corporation or the date on which the Board of Directors proposes to withdraw or otherwise change its recommendation to support the Offer. If the Offeror does not agree to, and announce publicly, an increase to the consideration under the Offer to an amount that is at least equal to, in the opinion of the Corporation’s financial advisor, that offered under the Competing Transaction within those five (5) business days, the Corporation will be entitled to enter into the agreement, if any, relating to the Competing Transaction.
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NOTIFICATION OF COMPETING TRANSACTION. GESL shall inform Taseko in writing forthwith upon becoming aware of a Competing Transaction and GESL and its Board of Directors shall not withdraw, modify, amend or change its recommendation to GESL Shareholders to vote in favour of the Arrangement unless: 5.6.2.1 it has provided Taseko with notice in writing delivered to Taseko that there is a Competing Transaction together with all documentation related to and detailing the Competing Transaction at least five Business Days prior to the date on which the Board of Directors proposes to withdraw, modify, amend or change its recommendation to GESL Shareholders to vote in favour of the Arrangement, which notice may be given only if the Competing Transaction has been publicly announced or made on or before the fifth Business Day prior to the Meeting Date; and 5.6.2.2 Taseko, within five Business Days after receipt of the notice and other documentation referred to in Section 5.6.2.1, does not publicly announce an intention to amend the terms of this Agreement and the Arrangement the result of which would be, upon acceptance by GESL (and, if applicable, other approvals of the Court), a transaction having a value per GESL Share greater than the value per GESL Share under the Competing Transaction, and does not offer to GESL to amend this Agreement within two Business Days after such public announcement and, in any event before the Meeting Date; provided that if more than one Competing Transaction exists, the provisions of this Section shall apply to and in respect of only the Competing Transaction that the GESL Board of Directors concludes is the superior transaction and has so notified Taseko in writing.
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Related to NOTIFICATION OF COMPETING TRANSACTION

  • 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).

  • Notice of Change in Control or Control Event The Company will, within 15 Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.7. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes of each Series as described in subparagraph (c) of this Section 8.7 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.7.

  • 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.

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Renewal Notice; Notification of Changes Subject to governing law, XOOM can renew this Agreement with new or revised Terms. XOOM will send you written notice at least (30) days before the end of the Term. The notice will specify the date by which you must advise XOOM if you do not want to renew your Agreement. If you do not advise XOOM by the specified date, this Agreement will automatically renew at the fixed rate or variable rate then in effect in accordance with the notice. XOOM reserves the right, with fifteen (15) days’ notice, to amend this Agreement to adjust its service to accommodate any change in regulations, law, tariff or other change in procedure required by any third party that may affect XOOM’s ability to continue to serve you under this Agreement.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION The TTC will sell the property 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 The Honorable Board of Supervisors 8/9/2022 November 24, 1970. Exhibit A of the Chapter 8 Agreement Sale indicates the legal description and selling price of the property. The recommended action supports County Strategic Plan Strategy III.3 – Pursue Operational Effectiveness, Fiscal Responsibility, and Accountability.

  • 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.

  • Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole (any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, such number of validly authorized and issued, fully paid and non-assessable shares of Common Stock of the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of Units of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 1l (a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 1l (a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the fast occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d)) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of