Common use of Right to Bid Clause in Contracts

Right to Bid. 1. Should the Company decide or be presented with a bona fide offer to sell or otherwise transfer a controlling interest in the corporate entity which owns one or more of its facilities covered by this Agreement, (a Controlling Interest) or all or a portion of one or more of its facilities covered by this Agreement (Facilities) (either or both, the Assets), it will promptly advise the USWA in writing and grant to the USWA the right to organize a transaction to purchase the Assets (a Transaction). 2. The Company will provide the USWA with any information provided to other bidders so that the Union may determine whether it wishes to pursue a Transaction. All such information shall be subject to an executed Confidentiality Agreement. 3. The Company shall promptly notify the USWA of the schedule and/or timetable for consideration by the Company of any possible transaction. The Company will provide the USWA with the greater of (a) forty-five (45) days or (b) the time provided by the schedule and/or timetable given to other interested parties to submit an offer for the Assets, except in the case of an unsolicited offer for a controlling interest in the Company in which case the USWA shall be provided with the time provided by the schedule and/or timetable given to other interested parties. 4. During the period described in Paragraph 3 above, the Company will not enter into any contract regarding the Assets with another party. 5. In the event that the USWA submits an offer pursuant to the above, the Company shall not be under any obligation to accept such offer. However, the Company may not enter into an agreement with regard to the Assets with an entity other than the USWA unless that transaction is superior to the USWA offer. The Company may only deem a proposed transaction superior if its Board of Directors reasonably determines that such transaction is more favorable to the Company and/or its shareholders, taking into consideration such factors as price, form of consideration, certainty of payment, conditions precedent to closing, competitive factors, and other factors which influence which of the transactions is in the best interests of the Company and/or its shareholders. 6. This Section shall not cover any public offering of equity or the transfer of any assets between the Company and its wholly-owned subsidiaries. 7. The rights granted to the USWA in this Section may be transferred or assigned by the USWA but only on a Transaction specific basis and provided further, that: a. in the event the person or entity to whom such right is transferred or assigned is a competitor of the Company, then the Company may reasonably manage the provision of confidential information to said entity; b. the Union and such person or entity have entered into an agreement satisfying the successorship provisions of Article Two, Section D of this Agreement; and c. in the event of a transaction that does not involve a Controlling Interest and where the Company decides to only pursue, for legitimate business reasons, a transaction which will result in a sale of less than 100% of the Company’s interest in the Assets, the USWA’s transferee or assignee must be reasonably acceptable to the Company.

Right to Bid. 1. Should the SECTXXX 0 00- 000 Xxxxxx (x) xxx Company decide (a "Company Decision") or (b) be presented with a bona fide an offer (an "Unsolicited Offer") to sell or otherwise transfer (other than a sale lease-back transaction conducted purely as a financing transaction and involving an unrelated third party): (i) a controlling interest in the corporate entity which owns one or more of its facilities covered by this Agreement, assets (a "Controlling Interest"); or (ii) or all or a portion of one or more of its facilities covered by this Agreement ("Facilities) "), (either or both, the "Assets), ") it will promptly so advise the USWA in writing and grant to the USWA the right to organize a transaction to purchase the Assets (a "Transaction"). 2. SECTION 2 The Company will provide the USWA with any information provided needed to other bidders so that the Union may determine whether it wishes to pursue a Transaction. All such information shall be subject to an executed Confidentiality Agreement. 3. SECTION 3 The Company shall promptly notify the USWA of the schedule and/or timetable for consideration by the Company of any possible transaction. The In case of an Unsolicited Offer or if the Company is considering a possible sale or transaction, the Company will provide the USWA with the greater of (ai) forty-five thirty days and (45) days or (bii) the time provided by the schedule and/or timetable given to any other interested parties party to submit an offer for the Assets, except in . In the case of an unsolicited offer for a controlling interest in the Company in which case Decision, the USWA shall will be provided with the same time provided by the schedule and/or timetable as that given to any other interested partiesparty. 4. SECTION 4 During the period described in Paragraph Section 3 above, the Company will not enter into any contract regarding the Assets with another party. 5. SECTION 5 In the event that the USWA submits an offer pursuant to the above, the Company shall not be under any obligation to accept such offer. However, the Company may not shall be entitled to enter into an agreement with regard to the Assets with an entity other than the USWA unless only if that transaction is superior to the USWA offer. The Company may only deem a proposed transaction superior if its Board of Directors reasonably determines that such transaction is more favorable to the Company and/or its shareholdersif, taking into consideration such factors as price, form of consideration, certainty of payment, conditions precedent to closing, competitive factors, and other factors which influence which of the transactions is in the best interests reasonable judgment of the Company and/or its shareholders.Directors, it is more 6. SECTION 6 This Section agreement shall not be deemed to cover any public offering of equity or the transfer of any assets between the Company and its wholly-owned subsidiariesequity. 7. SECTION 7 The rights granted to the USWA in this Section herein may be transferred or assigned by the USWA USWA, but only on to an entity a Transaction specific basis and provided further, that: a. in the event the person material portion of whose equity is or entity to whom such right is transferred or assigned is a competitor will be beneficially owned by employees of the Company, then the Company may reasonably manage the provision of confidential information to said entity; b. the Union and such person or entity have entered into an agreement satisfying the successorship provisions of Article Two, Section D of this Agreement; and c. in the event of a transaction that does not involve a Controlling Interest and where the Company decides to only pursue, for legitimate business reasons, a transaction which will result in a sale of less than 100% of the Company’s interest in the Assets, the USWA’s transferee or assignee must be reasonably acceptable to the Company.

Right to Bid. 1. Should the Company decide or be presented with a bona fide an offer to sell or otherwise transfer a controlling interest in the corporate entity which owns one or more of its facilities covered by this Agreement, assets (a Controlling Interest) or all or a portion of one (1) or more of its facilities covered by this Agreement (Facilities) (either or both, the Assets), it will promptly advise the USWA USW in writing and grant to the USWA USW the right to organize a transaction to purchase the Assets (a Transaction). 2. The Company will provide the USWA USW with any information provided to other bidders so that the Union may determine whether it wishes to pursue a Transaction. All such information shall be subject to an executed Confidentiality Agreement. 3. The Company shall promptly notify the USWA USW of the schedule and/or timetable for consideration by the Company of any possible transaction. The Company will provide the USWA USW with the greater of (a) forty-five (45) days or (b) the time provided by the schedule and/or timetable given to other interested parties to submit an offer for the Assets, except in the case of an unsolicited offer for a controlling interest in the Company in which case the USWA USW shall be provided with the time provided by the schedule and/or timetable given to other interested parties. 4. During the period described in Paragraph 3 above, the Company will not enter into any contract regarding the Assets with another party. 5. In the event that the USWA USW submits an offer pursuant to the above, the Company shall not be under any obligation to accept such offer. However, the Company may not enter into an agreement with regard to the Assets with an entity other than the USWA USW unless that transaction Transaction is superior to the USWA USW offer. The Company may only deem a proposed transaction Transaction superior if its Board of Directors reasonably determines that such transaction Transaction is more favorable to the Company and/or its shareholders, taking into consideration such factors as price, form of consideration, certainty of payment, conditions precedent to closing, competitive factors, closing and other factors which influence which of the transactions is in the best interests of the Company and/or its shareholders. 6. This Section shall not cover any public offering of equity or the transfer of any assets between the Company and its wholly-owned subsidiaries. 7equity. The rights granted to the USWA USW in this Section may be transferred or assigned by the USWA but only on a Transaction specific basis and provided furtherUSW; provided, that: a. in the event the person or entity to whom such right is transferred or assigned is a competitor of the Companyhowever, then the Company may reasonably manage the provision of confidential information to said entity; b. the Union and such person or entity have entered into an agreement satisfying the successorship provisions of Article Two, Section D of this Agreement; and c. that in the event of a transaction Transaction: a. that does not involve a Controlling Interest Interest; and where the Company decides to only pursue, for legitimate business reasons, a transaction Transaction which will result in a sale of less than 100% of the Company’s interest in the Assets, the USWAUSW’s transferee or assignee must be reasonably acceptable to the Company.

Right to Bid. 1. Should the Company decide or be presented with a bona fide offer to sell or otherwise transfer a controlling interest in the corporate entity which owns one or more of its facilities covered by this Agreement, (a Controlling Interest) or all or a portion of one or more of its facilities covered by this Agreement (Facilities) (either or both, the Assets), it will promptly advise provide the USWA in writing USW with the earliest practicable notification concerning such transactions and grant to the USWA USW the right to organize a transaction to purchase the Assets (a Transaction). 2. The Company will provide the USWA USW with any information provided to other bidders so that the Union may determine whether it wishes to pursue a Transaction. All such information shall be subject to an executed Confidentiality Agreement. 3. The Company shall promptly notify the USWA USW of the schedule and/or timetable for consideration by the Company of any possible transaction. The Company will provide the USWA USW with the greater of (a) forty-five (45) days or (b) the time provided by the schedule and/or timetable given to other interested parties to submit an offer for the Assets, except in the case of an unsolicited offer for a controlling interest in the Company in which case the USWA shall be provided with the time provided by the schedule and/or timetable given to other interested parties. 4. During the period described in Paragraph 3 above, the Company will not enter into any contract regarding the Assets with another party. 5. In the event that the USWA USW submits an offer pursuant to the above, the Company shall not be under any obligation to accept such offer. However, the Company may not enter into an agreement with regard to the Assets with an entity other than the USWA USW unless that transaction is superior to the USWA USW offer. The Company may only deem a proposed transaction superior if its Board of Directors reasonably determines that such transaction is more favorable to the Company and/or its shareholders, taking into consideration such factors as price, form of consideration, certainty of payment, conditions precedent to closing, competitive factors, and other factors which influence which of the transactions is in the best interests of the Company and/or its shareholders. 6. This Section shall not cover any public offering of equity or the transfer of any assets between the Company and its wholly-owned subsidiaries. 7. The rights granted to the USWA USW in this Section may be transferred or assigned by the USWA USW but only on a Transaction specific basis and provided further, that: a. in the event the person or entity to whom such right is transferred or assigned is a competitor of the Company, then the Company may reasonably manage the provision of confidential information to said entity; b. the Union and such person or entity have entered into an agreement satisfying the successorship provisions of Article Two, Section D of this Agreement; and c. in the event of a transaction that does not involve a Controlling Interest and where the Company decides to only pursue, for legitimate business reasons, a transaction which will result in a sale of less than 100% of the Company’s interest in the Assets, the USWAUSW’s transferee or assignee must be reasonably acceptable to the Company.

Right to Bid. 1. Should the Company decide or be presented with a bona fide an offer to sell or otherwise transfer a controlling interest in the corporate entity which owns one or more of its facilities covered by this Agreement, assets (a Controlling Interest) or all or a portion of one or more of its facilities covered by this Agreement (Facilities) (either or both, the Assets), it will promptly advise the USWA USW in writing and grant to the USWA USW the right to organize a transaction to purchase the Assets (a Transaction). 2. The Company will provide the USWA USW with any information provided to other bidders so that the Union may determine whether it wishes to pursue a Transaction. All such information shall be subject to an executed Confidentiality Agreement. 3. The Company shall promptly notify the USWA USW of the schedule and/or timetable for consideration by the Company of any possible transaction. The Company will provide the USWA USW with the greater of (a) forty-five (45) days or (b) the time provided by the schedule and/or timetable given to other interested parties to submit an offer for the Assets, except in the case of an unsolicited offer for a controlling interest in the Company in which case the USWA USW shall be provided with the time provided by the schedule and/or timetable given to other interested parties. 4. During the period described in Paragraph 3 above, the Company will not enter into any contract regarding the Assets with another party. 5. In the event that the USWA USW submits an offer pursuant to the above, the Company shall not be under any obligation to accept such offer. However, the Company may not enter into an agreement with regard to the Assets with an entity other than the USWA USW unless that transaction Transaction is superior to the USWA USW offer. The Company may only deem a proposed transaction Transaction superior if its Board of Directors reasonably determines that such transaction Transaction is more favorable to the Company and/or its shareholders, taking into consideration such factors as price, form of consideration, certainty of payment, conditions precedent to closing, competitive factors, closing and other factors which influence which of the transactions is in the best interests of the Company and/or its shareholders. 6. This Section shall not cover any public offering of equity or the transfer of any assets between the Company and its wholly-owned subsidiariesequity. 7. The rights granted to the USWA USW in this Section may be transferred or assigned by the USWA but only on a Transaction specific basis and provided furtherUSW; provided, that: a. in the event the person or entity to whom such right is transferred or assigned is a competitor of the Companyhowever, then the Company may reasonably manage the provision of confidential information to said entity; b. the Union and such person or entity have entered into an agreement satisfying the successorship provisions of Article Two, Section D of this Agreement; and c. that in the event of a transaction Transaction: a. that does not involve a Controlling Interest and Interest; and b. where the Company decides to only pursue, for legitimate business reasons, a transaction Transaction which will result in a sale of less than 100% of the Company’s interest in the Assets, the USWAUSW’s transferee or assignee must be reasonably acceptable to the Company.

Right to Bid. 1. 5.1 Should (a) the Company decide (a "Company Decision") or (b) be presented with a bona fide an offer (an "Unsolicited Offer") to sell or otherwise transfer (other than a sale lease-back transaction conducted purely as a financing transaction and involving an unrelated third party): (i) a controlling interest in the corporate entity which owns one or more of its facilities covered by this Agreement, assets (a "Controlling Interest"); or (ii) or all or a portion of one or more of its facilities covered by this Agreement ("Facilities) "), (either or both, the "Assets), ") it will promptly so advise the USWA USW in writing and grant to the USWA USW the right to organize a transaction to purchase the Assets assets (a "Transaction"). 2. 5.2 The Company will provide the USWA USW with any information provided needed to other bidders so that the Union may determine whether it wishes to pursue a Transaction. All such information shall be subject to an executed Confidentiality Agreement. 3. 5.3 The Company shall promptly notify the USWA USW of the schedule and/or timetable for consideration by the Company of any possible transaction. The Company will provide the USWA USW with (30) thirty days in which to organize an alternative transaction and the greater of (a) forty-five (45) days or (b) the time same information provided by the schedule and/or timetable given to any other interested parties to submit an offer for the Assets, except in the case of an unsolicited offer for a controlling interest in the Company in which case the USWA shall be provided with the time provided by the schedule and/or timetable given to other interested partiesparty. 4. 5.4 During the period described in Paragraph 3 5.3 above, the Company will not enter into any binding agreement or contract regarding the Assets with another party.party (including a letter of intent that commits the Company to a topping or break up fee) other than procedural agreements such as a confidentiality agreement 5. 5.5 In the event that the USWA USW submits an offer pursuant to within the (30) thirty-day period described above, the Company shall not be under any obligation to accept such offer. However, the Company may not shall be entitled to enter into an agreement with regard to the Assets with an entity other than the USWA unless that transaction is superior to USW only if, in the USWA offer. The Company may only deem a proposed transaction superior if reasonable judgment of its Board of Directors reasonably determines that such transaction Directors, the non-USW proposal is more favorable on balance to the Company and/or its shareholders, taking into consideration such factors as price, form of consideration, certainty of paymentpayment (or risk of nonpayment), contingencies, financial strength of the proposed purchaser, conditions precedent to closing, competitive factors, closing and other factors which influence which affecting the value of the transactions is in the best interests of transaction to the Company and/or and its shareholders. 6. 5.6 This Section agreement shall not be deemed to cover any public offering of equity or the transfer of any assets transactions solely between the Company and any of its wholly-owned subsidiariessubsidiaries or affiliates, or its parent Company including any of its subsidiaries or affiliates. 7. 5.7 The rights granted to the USWA in this Section USW herein may be transferred or assigned by the USWA USW to a third party (but only on a Transaction specific basis and provided further, that: a. in the event the person or entity to whom transferee may not thereafter transfer such right is transferred or assigned is a competitor of the Company, then the Company may reasonably manage the provision of confidential information to said entity; b. the Union and such person or entity have entered into an agreement satisfying the successorship provisions of Article Two, Section D of this Agreement; and c. in the event of a transaction that does not involve a Controlling Interest and where the Company decides to only pursue, for legitimate business reasons, a transaction which will result in a sale of less than 100% of the Company’s interest in the Assets, the USWA’s transferee or assignee must be reasonably acceptable to the Companybid).