Responding to a Competing Offer Sample Clauses

Responding to a Competing Offer. 6.5.1 If an announcement is made under Rule 2.7 of the Code in respect of a Competing Offer, or an announcement is made in respect of a revision of a Competing Offer (each, a "Competing Offer Announcement"), the Investors undertake to discuss in good faith for a period of five days from such announcement (or such longer period as the Lead Investor may determine) whether or not to increase the Offer Price to a value that is the same or above the value of the Competing Offer (an "Increased Offer"). 6.5.2 If the Offeror has not announced an Increased Offer within five days of the Competing Offer Announcement (or such longer period as the Lead Investor may determine), if the Lead Investor supports an increase in the Offer Price to a value that is the same or above the per share value of the Competing Offer, it shall be entitled to serve a notice on the Co-Investor specifying the value per share of the Target to which it wants to increase the Offer Price (the "Increased Offer Price") and, if the Co-Investor (in such capacity, a "Declining Party") does not agree to increase the Offer Price to the Increased Offer Price as proposed by the Lead Investor within 48 hours of such notice (or such longer period as the Lead Investor may determine) (the "Increased Offer Deadline"), the Lead Investor, any Parallel Co-Investor who does agree to increase the Offer Price as proposed by the Lead Investor and the Direct Co-Investors who do agree to increase the Offer Price as proposed by the Lead Investor (together with their respective Affiliates, the "Rebidding Parties") shall be entitled to proceed with announcing, making and implementing an offer by such Rebidding Parties for the Target Shares, at a value per share at or above the Increased Offer Price (the "Rebidding Party Offer"), provided that: (i) an announcement under Rule 2.7 of the Code is made in respect of the Rebidding Party Offer (the "Rebidding Party Offer Announcement") within five days of the Increased Offer Deadline (or such longer period as the Lead Investor may determine); (ii) the Investors shall take all reasonable steps possible to achieve the withdrawal or lapse of the Offer; and (iii) to the extent that it is not possible simultaneously to withdraw or lapse the Offer, the Rebidding Parties replace (in such proportions as are agreed between them) a Declining Party's Equity Commitments in full. 6.5.3 With effect from the time of any announcement under Rule 2.7 of the Code in respect of a Rebidding Party ...
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Related to Responding to a Competing Offer

  • Termination by Executive other than for Good Reason Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided, however, the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

  • Notice of Voluntary Termination Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the PBGC in connection with the termination of any Plan.

  • Termination by Executive with Good Reason Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days of Executives knowledge of occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

  • Voluntary Termination by the Executive Without Good Reason If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

  • By the Executive Other than for Good Reason The Executive may terminate his employment hereunder other than for Good Reason (as defined in Section 5(f) below) at any time upon the provision of 60 days written notice to the Company. In the event of termination of the Executive pursuant to this Section 5(e), the Board may elect to waive the period of notice or any portion thereof.

  • Termination by Executive without Good Reason The Executive may terminate his employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by the Executive under this Section 6(g), the Executive shall be entitled only to the Accrued Obligations. In the event of termination of the Executive’s employment under this Section 6(g), the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination without Good Reason.

  • Termination for Good Reason The Employee's employment may be terminated by the Employee for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

  • Voluntary Termination for Good Reason “Voluntary Termination for Good Reason” shall mean the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Termination by Executive for Good Reason The Executive may terminate the Executive’s employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the following:

  • Termination by the Executive Without Good Reason The Executive may terminate his employment on his own initiative for any reason upon 30 days’ prior written notice to the Company; provided, however, that during such notice period, the Executive shall reasonably cooperate with the Company (at no cost to the Executive) in minimizing the effects of such termination on the Company Group. Such termination shall have the same consequences as a termination for Cause under Section 6.2.

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