Qualified Bid Clause Samples

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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. 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 6.3(a); (ii) has a cash component of at least an amount sufficient to satisfy 100% of the Break-Up Fee; (iii) is a proposal that Exodus determines in the good faith opinion of the Board of Directors of Exodus after consultation with the independent financial advisors of Exodus and the Committee has a value, taking into account the burdens and conditions associated with such proposal, greater than or equal to the sum of (x) the value, as reasonably determined by the independent financial advisors of Exodus, of the Buyer's offer plus (y) the amount of the Break-Up Fee plus (z) in the case of the initial Qualified Bid, $10,000,000, and in the case of any subsequent Qualified Bids, $1,000,000 over the preceding Qualified Bid; (iv) is accompanied by satisfactory evidence of committed financing or other ability to perform; (v) 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 $1,000,000; and (vi) includes a commitment to consummate the purchase of the Purchased Assets (including the receipt of any required governmental or regulatory approvals) within not more than 15 days after entry of an order by the Bankruptcy Court approving such purchase, subject to the receipt of any governmental or regulatory approvals which must be obtained within 60 days after entry of such order. If the Sellers do not receive any Qualified Bids other than this Agreement, the Sellers will report the same to the Bankruptcy Court and will proceed with the Sale pursuant to the terms of this Agreement. For purposes of the Auction, Parent and the Buyer shall constitute Qualified Bidders, and this Agreement, including any amendments thereto, shall constitute a Qualified Bid, for all purposes.
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Qualified Bid. A responsive bid submitted by a responsible Vendor.
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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.
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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...
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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:
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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 A. No less than once each year, each shift (including days off) within each section of the Water Supply and Treatment Division (▇▇▇▇▇ ▇▇▇▇▇ Water Treatment Plant, Sunol Water Treatment Plant and the Millbrae Corporation Yard) shall be open to bid. This provision shall not preclude the scheduling of additional shift bidding periods within particular bid units upon mutual agreement of Management and the Union. The annual shift bidding period required herein shall be integrated with transfer bidding in order to effect transfers and shift selections in a single integrated process at least once annually. Each location may have up to two shifts which shall be: Shift 1, 8:00 a.m. to 4:30 p.m., Shift 2, 3:30 p.m. to 12:00 a.m. or 4:00 p.m. to 12:30 a.m. The work week for both shifts at Water Supply and Treatment Division shall be Monday through Friday. B. Employees eligible to bid shall include all employees in the Water Supply and Treatment Division in class 7318, Electronic Maintenance Technician. C. At the time set by Management for the annual shift bidding period, the supervisor of each unit shall post for one (1) week shifts, and the number of employees in each classification to full such shifts, so that full-time employees described in paragraph B. above may submit their choices of shifts. Eligible employees who fail to submit timely bids, shall be assigned in the sole discretion of Management. D. Assignments shall become effective two weeks after the end of the posting period (or at the nearest commencement thereto of the next pay period) and shall be awarded in accordance with Water Supply and Treatment Division seniority in class above, except that Management may deny or delay bids that effect special projects or which require special skills or specific experience related to a specific job. E. Management shall retain the right between posting period to change an employee’s shift temporarily for training purposes or on account of unexpected operational demands. This period shall not exceed an aggregate of six (6) months for new hires and 120 days for existing 7318’s transferring in to the Water Supply and Treatment Division from other Public Utilities Commission Divisions or other Departments, provided the 120-day exclusion can be extended in the event the employee has yet to demonstrate the ability to satisfactorily perform duties. In the case of changed operational demands requiring permanent shift changes, Management shall attempt to meet its requirements to change employee’s shifts, first, through solicitation of volunteers, thereafter, by assignment by inverse seniority in the event insufficient voluntary shift changes are made to meet operational demands. Any person whose shift is changed involuntarily shall not be subject to the twenty-four (24) month exclusion rule contained in the transfer procedures notwithstanding that such employee may have been effected a successful transfer bid within twenty-four (24) months preceding an involuntary shift change pursuant to this provision.