Participation in Sale Process Sample Clauses

Participation in Sale Process. The following provisions shall remain in effect until terminated in accordance with Section 3(c) below:
Sample 1
Participation in Sale Process. In the event of an offer to buy the Company in a merger, a sale of the majority of the Company’s equity or assets or otherwise, or in the event the Board decides to seek a buyer for the Company, the Company will promptly inform Total of such offer or decision and will provide Total with all information given by the Company to the offering party. In no event shall the Company enter into any agreement or understanding (except in the form of a customary confidentiality agreement), or enter into exclusive negotiations, with respect to any sale transaction for at least 20 business days following its delivery to Total of such notice. During such 20 business day period, the Company will negotiate in good faith (but in a non-exclusive manner) with Total or a designated Affiliate of Total for a sale transaction to the extent reasonably requested by Total or such designated Affiliate, and the Board will consider any proposal made by Total or such designated Affiliate in a manner consistent with the Board’s exercise of its fiduciary duties.
Sample 1
Participation in Sale Process. Subject to Applicable Law, contractual obligations, third party consents and any fiduciary duties (including those to its shareholders) reasonably determined in good faith to be owed by the Company or any Company Subsidiary to any other Person, the Company shall: (a) use commercially reasonable efforts to enable the Consultant to have an opportunity to bid on the sale of any Tax Credit Property that the Company knows will be or is being marketed for sale by, or on behalf of, an Ownership Entity that is not a Controlled Ownership Entity; and (b) use commercially reasonable efforts to enable the Consultant to have an opportunity to bid on the sale of Tax Credit Equity Interests not owned by the Company or any Company Subsidiary that the Company knows will be or is being marketed for sale including, in each case, providing the Consultant with copies of all information relating to such potential sale as is reasonably available to the Company or any Company Subsidiary; provided, however, that neither the Company nor any Company Subsidiary shall be required to disclose any such information if the Company or Company Subsidiary determines, in its sole and absolute discretion, that the disclosure of such information is prohibited by Applicable Law, contract or otherwise. The Company shall have no obligation or liability to the Consultant for any determination by investors in an Ownership Entity or any fund which invests in an Ownership Entity or the general partner or manager of any Ownership Entity that the Consultant is not an acceptable buyer of any Tax Credit Property or Tax Credit Equity Interest which is subject to the terms of this Section 9.2.
Sample 1

Related to Participation in Sale Process

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

  • PARTICIPATION IN SIMILAR ACTIVITIES This agreement in no way restricts the U.S. Forest Service or from participating in similar activities with other public or private agencies, organizations, and individuals.

  • No Participation in Management Except as expressly permitted hereunder, the Limited Partners shall not take part in the management of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

  • PARTICIPATION IN CENTRALIZED CONTRACTS a. Agencies All State Agencies may utilize and purchase under any Centralized Contract let by the Commissioner, unless the Bid Documents limit purchases to specific State Agencies. b. Non-State Agency Authorized Users Authorized Users other than State Agencies are permitted to make purchases through Centralized Contracts where permitted by law, the Contract or the Commissioner. c. Voluntary Extension Purchase Orders issued against a Centralized Contract by any Authorized User not provided for in the Bid Specifications shall be honored by the Contractor at its discretion and only with the approval of the OGS Commissioner and any other approvals required by law. Contractors are encouraged to voluntarily extend service Contracts to those additional entities authorized to utilize commodity Contracts under Section 163(3)(a)(iv) of the State Finance Law. d. Responsibility for Performance Participation in Centralized Contracts by Authorized Users is permitted upon the following conditions: (i) the responsibility with regard to performance of any contractual obligation, covenant, condition or term thereunder by any Authorized User other than State Agencies shall be borne and is expressly assumed by such Authorized User and not by the State; (ii) a breach of the Contract by any particular Authorized User shall neither constitute nor be deemed a breach of the Contract as a whole which shall remain in full force and effect, and shall not affect the validity of the Contract nor the obligations of the Contractor thereunder respecting non-breaching Authorized Users, whether State or otherwise; (iii) for a breach by an Authorized User other than a State Agency, the State specifically and expressly disclaims any and all liability for such breach; and (iv) each non-State Agency Authorized User and Contractor guarantees to save the State, its officers, agents and employees harmless from any liability that may be or is imposed by the non-State Agency Authorized User’s

  • Program Participation By participating in the CRF Program, Grantee agrees to: a. Not increase any Eligible Household’s rent through January 2021; b. Waive all costs, fees and charges incurred by Eligible Households as a result of non- payment or partial payment of rent during the impacted months; c. Not consider non-payment or partial payment by Eligible Households during impacted months when considering renewal of an Eligible Household’s lease, or, share this information with other rental properties, credit bureaus and tenant screening companies; d. Not initiate new Eligible Household evictions for non-payment of rent and must suspend all pending evictions of Eligible Households for nonpayment of rent for the duration of the rental payment assistance; e. Not issue a notice to vacate to Eligible Households for nonpayment of rent until the end of the Eviction Relief Period; and f. Not require Eligible Households to vacate the unit until 30 days after such notice.

  • Company Participation Subject to Section B.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

  • Voluntary Participation The Grantee’s participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

  • Participation in Profits and Losses All profits and losses of the Company will be allocated to the Member.

  • Non-State Agencies Participation in Centralized Contracts New York State political subdivisions and others authorized by New York State law may participate in Centralized Contracts. These include, but are not limited to local governments, public authorities, public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations. See "Participation in Centralized Contracts" in Appendix B, General Specifications January 2015 22772 Project Based Information Technology Consulting (Statewide). Upon request, all eligible non-State agencies must furnish Contractors with the proper tax exemption certificates and documentation certifying eligibility to use State contracts. Questions regarding an organization's eligibility to purchase from New York State Contracts may also be directed to OGS Customer Services at 000-000-0000.