Overbid Procedures. The Buyer and the Sellers acknowledge that the Sellers must take reasonable steps to demonstrate that they have sought to obtain the highest and best price for the Purchased Assets and the Shares and the consummation of the transactions contemplated by this Agreement, including giving notice thereof to the Sellers' creditors and other interested parties, providing information about the Business to prospective bidders (subject to appropriate confidentiality agreements), entertaining higher and better offers from such prospective bidders, and, if necessary, conducting an auction. To facilitate the foregoing, the Sellers shall seek entry of the Bidding Procedures Order providing for the bidding provisions and procedures as set forth in Exhibit A to the Bidding Procedures Order (the "Overbid Procedures"). These procedures shall include the following provisions:
Overbid Procedures. The Buyer and the Sellers acknowledge that the Sellers must take reasonable steps to demonstrate that they have sought to obtain the highest and best price for the Purchased Assets and the Shares and the consummation of the transactions contemplated by this Agreement, including giving notice thereof to the Sellers' creditors and other interested parties, providing information about the Business to prospective bidders (subject to appropriate confidentiality agreements), entertaining higher and better offers from such prospective bidders, and, if necessary, conducting an auction. To facilitate the foregoing, the Sellers shall seek entry of the Bidding Procedures Order providing for the bidding provisions and procedures as set forth in Exhibit A to the Bidding Procedures Order (the "Overbid Procedures"). These procedures shall include the following provisions: (a) The Sellers shall consider as higher and better offers (the "Overbids") only those offers that meet the following requirements: (i) Bid Deadline. A Qualified Bidder that desires to make a bid shall deliver written copies of its bid to (i) Gleacher Partners LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxxx X. Xxxxxxx, (ii) Insilco Technologies, Inc., 000 Xxxxx Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx, Xxxx 00000, Attn: Xxxxx X. Xxxxx, (iii) Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxxxxx X. Xxxxxxxxx, and (iv) Sidley Xxxxxx Xxxxx & Xxxx, Bank One Plaza, 00 X. Xxxxxxxx Street, Chicago, Illinois 60603, Attn: Xxxxxx Xxxxxxx, not later than such date and time as is specified in the Bidding Procedures Order (the "Bid Deadline"). The Sellers may 42 <PAGE> extend the Bid Deadline in their sole discretion, but shall have no obligation to do so; provided that any extension of the Bid Deadline shall be subject to the approval of the Prepetition Agent. If the Sellers extend the Bid Deadline, they shall promptly notify the Buyer and all other Qualified Bidders of such extension. (ii)
Overbid Procedures. 7 (a) Overbid Terms..................................................................................7 (b) Break-Up Fee...................................................................................7
Overbid Procedures. The term Overbid Procedures shall mean the following procedures for the Sellers to pursue an Alternative Transaction: (i) any offer by a third party for an Alternative Transaction (the "Offeror") must be received at least eight (8) Business Days prior to the hearing on the Sales Order by each of Ronaxx X. Xxxx, Xxq., Stutxxx, Xxeixxxx & Xlatx Xxxfessional Corporation, 3699 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Xxoyx Xxxxx xx Greix & Xompany, 777 Xxxxx Xxxxxxxx Xxxxxx, 29th Floor, Los Angeles, California 90017, and John Xxxx, Xxesident, Bumble Bee Seafoods, Inc., 8899 Xxxxxxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000; (xi) all offers for an Alternative Transaction must be made in the form of a definitive written purchase agreement, complete with all exhibits and accompanied by the definitive form of any ancillary documents contemplated thereby. The definitive purchase agreement must be signed by the Offeror and contain a representation and warranty that it is the valid and binding agreement of the Offeror, enforceable against the Offeror in accordance with its terms. The definitive purchase agreement cannot contemplate the closing of the transactions contemplated thereby on a day later than the 180th day following the commencement of the Sellers chapter 11 cases; (iii) all offers for an Alternative Transaction must be accompanied by evidence that establishes to the Sellers, in their sole and absolute discretion, that the Offeror is ready, willing and able to perform its obligations, monetary or otherwise, under the definitive purchase agreement; (iv) all offers for an Alternative Transaction must be accompanied by a certified or official bank check in the amount of the Overbid Fee payable to the order of IHF together with an acknowledgment that such check may be delivered to IHF contemporaneously with the Seller's termination of the Agreement as provided in Section 11.2. hereof and acceptance of the offered Alternative Transaction, with the Offeror having no recourse against IHF and its only recourse with respect to Sellers is to have such amount credited against the purchase price it is obligated to pay as, if and when the offered Alternative Transaction is consummated; (v) upon receipt of an offer for any Alternative Transaction, the Sellers will promptly notify IHF in writing and indicate in such notice, the identity of the Offeror and a complete and accurate description of the material terms of such Alternative Transaction, and...
Overbid Procedures. Purchaser acknowledges that Seller has entered into a Agreement dated January 4, 2000 with WCIC Furniture, Inc. and Purchaser acknowledges and agrees that it is submitting this Agreement as a "Topping Offer" as described therein.
Overbid Procedures. Buyer acknowledges that the sale of Acquired Assets pursuant to this Agreement is subject to overbids and an auction at the hearing to be conducted by the Bankruptcy Court and the Sale Procedures approved by the Bankruptcy Court.
Overbid Procedures. [INTENTIONALLY OMITTED]
Overbid Procedures. At 11:00 AM, Eastern Time, on the date of the 363 Hearing, Purchaser and all Third Parties submitting or intending to submit Acquisition Proposals shall attend an overbid auction to be conducted by Seller at the Bankruptcy Court (the "Overbid Auction"). Purchaser also may attend the Overbid Auction at which it may, in its sole and absolute discretion, improve the terms of this Agreement (a "Topping Offer"). Purchaser and any Third Party submitting an Acquisition Proposal may improve upon their respective offers to Seller at any time prior to the conclusion of the Overbid Auction, in increments of at least $250,000 in consideration. The Overbid Auction shall be deemed concluded in Seller's discretion, and in any event no later than the commencement of the 363 Hearing. Neither Purchaser nor any Third Party shall be entitled to improve their respective Acquisition Proposals after the conclusion of the Overbid Auction without the Bankruptcy Court's express approval.
Overbid Procedures. The following procedures (the "Overbid Procedures") shall be used by Seller in connection with the acquisition or sale of the Property:
Overbid Procedures. Debtor agrees to use its Best Efforts to obtain an Order of the Bankruptcy Court substantially in the form of Exhibit 2.10, and Debtor agrees to abide by and comply with the procedures set forth therein.
