Qualified Bid Sample Clauses

Qualified Bid. Only Qualified Bids will qualify for consideration at the Auction. For purposes of this Agreement, a "Qualified Bid" is a Bid that: (i) complies in all respects with Section 10.2(a); (ii) has a cash component of at least an amount sufficient to pay a Break-Up Fee to Buyer in accordance with Section 10.2(d) and provides for payment, in full, of such Break-Up Fee directly to Buyer at closing; (iii) is a proposal that Seller determines, in the good faith opinion of the Board of Directors of Seller after consultation with the independent financial advisor of Seller and the Committee, is under all circumstances, on balance, a higher and better Bid and has a value greater than or equal to the sum of (x) the value, as reasonably determined by the independent financial advisor of Seller, of Buyer's offer plus (y) the amount of the Break-Up Fee payable to Buyer pursuant to Section 10.2(d) plus (z) $200,000 over the preceding Qualified Bid; (iv) is substantially on the same or better terms and conditions as those set forth in the Definitive Sale Documentation; (v) is accompanied by satisfactory evidence of committed financing or other ability to perform; and (vi) is accompanied by a deposit (by means of a certified bank check from a U.S. bank or by wire transfer) equal to or greater than the Break-Up Fee payable to Buyer pursuant to Section 10.2(d). Such deposit shall either be returned to the Qualified Bidder in the event the Qualified Bidder's Bid is not determined to be the best Qualified Bid, or retained by Seller at the Closing and applied toward the Purchase Price. If Seller does not receive any Qualified Bids, no Auction will be conducted, Seller will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Transferred Assets to Buyer pursuant to the terms of this Agreement. This Agreement executed by Buyer shall constitute a Qualified Bid for all purposes.
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Qualified Bid. Only Qualified Bids will qualify for consideration at the Auction. For purposes of this Agreement, a "Qualified Bid" is a Bid that: (i) complies in all respects with Section 5.8(a); (ii) if and only if, as of the Bid Deadline, the conditions described in Section 6.1 have been satisfied and no action described in Section 6.1(b) shall have been threatened, is a proposal that Parent determines has a value, when taken together with the value of any Acquired Assets that would be retained by Sellers or transferred to another purchaser, greater than or equal to the sum of (A) the value, as reasonably determined by the independent financial advisor of Sellers, of Buyer's offer plus (B) the amount of the Break-Up Fee plus (C) the amount of the Expense Reimbursement plus (D) in the case of the initial Qualified Bid (other than Buyer's Qualified Bid represented by this Agreement), 1.5% of the Cash Consideration plus (E) in the case of any subsequent Qualified Bids, 0.5% of the Cash Consideration; (iii) is substantially on the same or better terms and conditions as set forth in a copy of Definitive Sale Documentation; and (iv) is accompanied by evidence of committed financing or other ability to perform satisfactory to Parent. If Sellers do not receive any Qualified Bids, Sellers will report the same to the Bankruptcy Court and will proceed with a sale and assignment of the Acquired Assets to Buyer and the assumption by Buyer of the Assumed Liabilities. This Agreement executed by Buyer shall constitute a Qualified Bid for all purposes.
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Qualified Bid. (a) If a Take-over Offer is received by the Holders, which is open for acceptance for a period of 60 days or more (a “Qualified Bid”), then the Holders shall forthwith deliver a copy of such Qualified Bid to each of the Family Representatives and the Family Representatives shall call a meeting of the Holders and the Family Representatives to be held no later than 10 Business Days following the delivery of the copy of the Qualified Bid, for the purpose of determining whether to instruct the Holders to accept or reject such Qualified Bid and/or authorizing such other action or proceeding by the Holders with respect to the Qualified Bid as the Family Representatives shall consider advisable. Any Family Representative may give notice of such meeting setting out the place in the City of Winnipeg, the time and the date of the meeting, which shall not be less than 5 Business Days after the delivery of the notice of the meeting, which notice shall itemize the matters to be addressed by the Family Representatives at such meeting and shall contain such additional material as may be considered appropriate to assist the Family Representatives in reaching decisions at such meeting. If all of the Family Representatives are not present in person or by proxy in favour of another Family Representative or by telephone at such meeting, such meeting shall be adjourned to the same place for a further period of 48 hours at which time the Family Representatives then present, in person or by proxy in favour of another Family Representative or by telephone, shall be entitled to conduct the meeting and to vote in respect of the matters set out in the notice. The decisions of the Family Representatives at such meeting shall be delivered in writing to the Holders forthwith following such meeting which decisions shall set out the percentage of the MVS held by the Holders who are represented by Family Representatives who voted in favour of each such decision made at such meeting. (b) For the purposes of this Article 16 each decision required to be made by the Family Representatives shall be determined by the vote of those Family Representatives representing Family Groups with members holding at least 66 2/3% of the MVS. If the Family Representatives are unable to obtain direction from the Family Representatives representing Family Groups with members holding at least 66 2/3% of the issued and outstanding MVS on any matter relating to a Qualified Bid requiring their decision, then any F...
Sample 1
Qualified Bid. A bid submitted will be considered a “Qualified Bid” only if it is submitted by a Qualified Bidder in accordance herewith and complies with all of the following:
Sample 1
Qualified Bid. Only Qualified Bids will qualify for consideration at the Auction (as defined below). For purposes of this Agreement, a "Qualified Bid" is a Bid that: (i) complies in all respects with Section 4.16(a); (ii) has a cash component of at least an amount sufficient to satisfy the Expense Reimbursement and the Break-Up Fee (each as defined in Section 4.16(d)); (iii) is a proposal that Seller determines, in the good faith opinion of the Board of Directors of Seller after consultation with the independent financial advisor of Seller, is not materially more burdensome or conditional than the terms of this Agreement and has a value greater than or equal to the sum of (x) the value, as reasonably determined by the independent financial advisor of Seller, of Purchaser's offer plus (y) the amount of the Expense Reimbursement and the Break-Up Fee plus (z) in the case of the initial Qualified Bid, $1,500,000, and in the case of any subsequent Qualified Bids, $1,000,000 over the preceding Qualified Bid; (iv) is substantially on the same or better terms and conditions as set forth in a copy of Definitive Sale Documentation; and (v) is accompanied by satisfactory evidence of committed financing or other ability to perform.
Sample 1

Related to Qualified Bid

  • Ibid For greater certainty and without limiting section 10.1, the Funder is not liable for how the HSP and the HSP’s Personnel and Volunteers carry out the Services and is therefore not responsible to the HSP for such Services. Moreover, the Funder is not contracting with or employing any HSP’s Personnel and Volunteers to carry out the terms of this Agreement. As such, it is not liable for contracting with, employing or terminating a contract with or the employment of any HSP’s Personnel and Volunteers required to carry out this Agreement, nor for the withholding, collection or payment of any taxes, premiums, contributions or any other remittances due to government for the HSP’s Personnel and Volunteers required by the HSP to carry out this Agreement.

  • Successful Bidder The responsible Bidder submitting the lowest responsive Bid.

  • Qualified Transferee Any Transfer of a Partnership Interest shall be made only to a single Qualified Transferee; provided, however, that, for such purposes, all Qualified Transferees that are Affiliates, or that comprise investment accounts or funds managed by a single Qualified Transferee and its Affiliates, shall be considered together to be a single Qualified Transferee; and provided, further, that each Transfer meeting the minimum Transfer restriction of Section 11.3.A(4) hereof may be to a separate Qualified Transferee.

  • Eligible Bidders 3.1 This Invitation for Bids is open to all bidders from the eligible countries as defined under the IBRD Guidelines for Procurement. Any materials, equipment, and services to be used in the performance of the Contract shall have their origin in the eligible source countries. 3.2 All bidders shall provide in Section 2, Forms of Bid and Qualification Information, a statement that the Bidder is not associated, nor has been associated in the past, directly or indirectly, with the Consultant or any other entity that has prepared the design, specifications, and other documents for the Project or being proposed as Project Manager for the Contract. A firm that has been engaged by the Borrower to provide consulting services for the preparation or supervision of the works, and any of its affiliates, shall not be eligible to bid. 3.3 Government-owned enterprises in the Employer’s country may only participate if they are legally and financially autonomous, operate under commercial law and are not a dependent agency of the Borrower or Sub-borrower. 3.4 Bidders shall not be under a declaration of ineligibility for corrupt and fraudulent practices issued by the Bank in accordance with sub-clause 37.1.

  • Shift Bidding 1. Commencing October 1 of each calendar year, shift bids will be open for the following year. The selection of work shifts will be made by the seniority bid process. Those with the highest seniority will bid first among their job classification within the Patrol Division. Seniority will be based on hire date to, or promotion date of, your job classification. Positions include Patrol Officer and Patrol Sergeant. Shifts will be bid for an entire calendar year with markup changes on January 1, April 1, July 1, and October 1. Each Employee will be allotted a maximum of two (2) work days after notification to complete his/her bidding. 2. Shift selection shall be assigned through the seniority bidding process for all Guild members, excluding probationary officers. The Chief of Police shall have exclusive discretion to assign probationary officers to shifts based upon a need to further training, to evaluate and to meet departmental needs. Probationary assignments shall be made without altering non-probationary officer(s) shift bids if at all possible. In the event non- probationary officer(s) bid upon shifts are changed, the shift re-bid process defined in Article 8 (D) shall apply. Upon completion of probation, an officer will then be included in the seniority bidding process based upon their original date of hire. (prior MOU draft) 3. The Chief of Police retains the exclusive right to determine the starting time of the work shifts and the number of shifts in a work day; provided that in the event that an Employee’s routine shift starting time is changed by more than two (2) hours and/or the Employee’s routine work days are changed after the bidding process, the Department must provide notice of the shift changes in accordance with Article 8 (F) and must allow for the opportunity of a shift rebid process. 4. This section shall be interpreted as a waiver of the Guild’s right to bargain changes in the starting times of work shifts in accordance with its terms, but shall not be considered a waiver of the Guild’s right to require the Employer to bargain over changes in the length of the work shifts, for example, five 8’s, four 10’s, 10:40’s, 11:25’s, 12’s, etc.

  • National Competitive Bidding Goods estimated to cost less than $250,000 equivalent per contract and works estimated to cost less than $500,000 equivalent per contract, may be procured under contracts awarded on the basis of National Competitive Bidding.

  • 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.

  • 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.

  • Qualified Appraiser An appraiser, duly appointed by the Seller or the Originator, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation was not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfied the requirements of Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

  • Credit Bidding The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

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