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"
Overbid Procedures. (a) The Purchaser and the Seller acknowledge that the Seller must take reasonable steps to demonstrate that it has sought to obtain the highest and best price for the Assets and the consummation of the transactions contemplated by this Agreement, including giving notice thereof to the Seller's creditors and other interested parties, providing information about the Seller's business to prospective bidders (subject to confidentiality agreements no less restrictive than the Confidentiality Agreement), entertaining higher and better offers from such prospective bidders, and, in the event that additional qualified prospective bidders desire to bid for the Assets, conducting an auction (the "Auction"). The Seller and the Purchaser agree, and the motion to approve the Bidding Procedures Order shall reflect the fact, that the provisions of this Agreement, including this Section and Section 4.8, are reasonable, were a material inducement to the Purchaser to enter into this Agreement and are designed to achieve the highest and best price for the Assets.
(b) To be considered by the Seller, a prospective bidder (other than the Purchaser) must: (i) execute a confidentiality agreement with the Seller no less restrictive than the Confidentiality Agreement; (ii) make a binding and irrevocable cash bid that exceeds the Purchase Price by more than ten percent (10%) ("Initial Overbid"); (iii) demonstrate to the Seller's reasonable satisfaction, evidence of such bidder's ability to pay its proposed purchase price, including making a deposit delivered to Seller's counsel not later than 72 hours prior to the Sale Hearing equal to ten percent (10%) of the amount of such bidder's proposed cash purchase price ("Deposit"); (iv) have no financing or other conditions other than those which are contained in this Agreement; (v) provide to the Seller and the Purchaser not later than 72 hours prior to the Sale Hearing a marked version of this Agreement which shows how such bidder's proposed definitive purchaser agreement differs from this Agreement; and (vi) be ready, willing and able to consummate a transaction on terms that are otherwise at least as favorable to the Seller as the terms set forth in this Agreement. In the event that a qualified Initial Overbid is made, every successive overbid thereafter must exceed the previous overbid by not less than $10,000.
(c) The Seller shall promptly (and in no event later than 24 hours) after receipt of any offer, inquiry, indication of interes...
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.
Overbid Procedures. GC acknowledges that Sponsors have expended and will continue to expend considerable time and money in developing the Proposed Transaction, which it is not prepared to continue, however, except upon the terms hereof. GC and Sponsors therefore agree that the following overbid procedures (the "Overbid Procedures"), among others, shall be employed with respect to the Plan or any other chapter 11 plan for GC that incorporates the Sponsors Investment:
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. The following procedures (the "Overbid Procedures") shall be used by Seller in connection with the acquisition or sale of the Property:
(a) Any third party (an "Offeror") who desires to submit a competing offer (a "Competing Offer") for the Property (i) must present an offer on substantially the same terms and conditions as are set forth in this Agreement, including the requirement that such Competing Offer be for all of the Property; (ii) must deposit a security deposit with Seller in the form of a cashier's check or certified check equal to the Escrow Deposit, as defined in Section 1.3 of this Agreement; (iii) must contain an acknowledgment that if the Offeror is determined by Seller to have the highest and best offer, the Offeror shall be obligated to execute an agreement that will contain terms and conditions substantially similar to this Agreement; (iv) cannot contain any conditions inconsistent with this Agreement; (v) must be accompanied by proof, in a form satisfactory to Seller, of the Offeror's financial ability to consummate its offer for the Property; (vi) must contain a minimum initial bid for the Property that is 7.5% greater than the Purchase Price under this Agreement; (vii) must contain an acknowledgment that the Competing Offer shall remain open and irrevocable until the closing of a sale under this Agreement and (viii) otherwise comply with the terms and conditions of the Bankruptcy Court Order.
(b) Competing Offers must be received no later than 5:00 p.m. on August 10, 2000 (the "Competing Offer Deadline") and shall be directed to (i) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Attn: Xxxxxx X. Xxxxxx, Esq.), (ii) Berlack, Israels & Xxxxxxxx, LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Attn: Xxxxx X. Xxxxxx, Esq.), (iii) Xxxxxx, Xxxxx & Xxxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (Attn: Xxxxx X. Xxxxxxxx, Esq.), (iv) Keen Realty Consultants, Inc., 00 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxx Xxxx, Xxx Xxxx, 00000 (Attn: Xxxxxx X. Xxxxxx), (v) Xxxxx Realty, LP, 000 Xxxx Xxxxxxx Xxxxxxxxx, Suite 1300, Chicago, Illinois, 60604 (Attn: Xxxxx X. Xxxxx and Xxxxxx Xxxxxxxxx), and (vi) X'Xxxxxx & Xxxxxx L.L.C., 000 X. Xxxxxx Drive, Suite 2800, Chicago, Illinois, 60601 (Attn: Marc. X. Xxxxxx).
(c) If any Competing Offers are received by the Competing Offer Deadline, an auction (the "Auction") shall be conducted at the adjourned hearing in connection with Seller's motion seeking...
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. 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.
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Overbid Procedures. 7 (a) Overbid Terms..................................................................................7 (b) Break-Up Fee...................................................................................7
