Common use of Right to Bid Clause in Contracts

Right to Bid. SECTXXX 0 00- 000 Xxxxxx (x) xxx Company decide (a "Company Decision") or (b) be presented with 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 its assets (a "Controlling Interest"); or (ii) all or a portion of its facilities ("Facilities"), (either or both, the "Assets") it will so advise the USWA in writing and grant to the USWA the right to organize a transaction to purchase the Assets (a "Transaction"). SECTION 2 The Company will provide the USWA with any information needed to determine whether it wishes to pursue a Transaction. All such information shall be subject to an executed Confidentiality Agreement. SECTION 3 The Company shall notify the USWA of the schedule and/or timetable for consideration by the Company of any possible transaction. 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 (i) thirty days and (ii) the time provided by the schedule and/or timetable given to any other interested party to submit an offer for the Assets. In the case of a Company Decision, the USWA will be provided with the same time as that given to any other interested party. SECTION 4 During the period described in Section 3 above, the Company will not enter into any contract regarding the Assets with another party. 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 shall be entitled to enter into an agreement with regard to the Assets with an entity other than the USWA only if that transaction is superior to the USWA offer. The Company may deem a proposed transaction superior if, in the reasonable judgment of its Directors, it is more SECTION 6 This agreement shall not be deemed to cover any public offering of equity. SECTION 7 The rights granted to the USWA herein may be transferred or assigned by the USWA, but only to an entity a material portion of whose equity is or will be beneficially owned by employees of the Company.

Right to Bid. SECTXXX 0 00- 000 Xxxxxx (x) xxx 1. Should the Company decide (a "Company Decision") or (b) be presented with an a bona fide 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 assets facilities covered by this Agreement, (a "Controlling Interest"); ) or (ii) all or a portion of one or more of its facilities covered by this Agreement ("Facilities"), ) (either or both, the "Assets") ), it will so 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"). SECTION 2 2. The Company will provide the USWA USW with any information needed 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. SECTION 3 3. The Company shall promptly notify the USWA USW of the schedule and/or timetable for consideration by the Company of any possible transaction. In case of an Unsolicited Offer or if the Company is considering a possible sale or transaction, the The Company will provide the USWA USW with the greater of forty-five (i45) thirty days and (ii) the time provided by the schedule and/or timetable given to any other interested party to submit an offer for the Assets. In the case of a Company Decision, the USWA will be provided with the same time as that given to any other interested party. SECTION 4 4. During the period described in Section Paragraph 3 above, the Company will not enter into any contract regarding the Assets with another party. SECTION 5 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 shall be entitled to may not enter into an agreement with regard to the Assets with an entity other than the USWA only if USW unless that transaction is superior to the USWA USW offer. The Company may only deem a proposed transaction superior ifif 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 reasonable judgment best interests of the Company and/or its Directors, it is moreshareholders. SECTION 6 6. This agreement Section shall not be deemed to cover any public offering of equityequity or the transfer of any assets between the Company and its wholly-owned subsidiaries. SECTION 7 7. The rights granted to the USWA herein 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 an entity whom such right is transferred or assigned is a material portion of whose equity is or will be beneficially owned by employees 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 USW’s transferee or assignee must be reasonably acceptable to the Company.

Right to Bid. SECTXXX 0 00- 000 Xxxxxx 5.1 Should (xa) xxx the Company decide (a "Company Decision") or (b) be presented with 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 its assets (a "Controlling Interest"); or (ii) all or a portion of its facilities ("Facilities"), (either or both, the "Assets") it will 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"). SECTION 2 5.2 The Company will provide the USWA USW with any information needed to determine whether it wishes to pursue a Transaction. All such information shall be subject to an executed Confidentiality Agreement. SECTION 3 5.3 The Company shall notify the USWA USW of the schedule and/or timetable for consideration by the Company of any possible transaction. In case of an Unsolicited Offer or if the Company is considering a possible sale or transaction, the The Company will provide the USWA USW with the greater of (i30) thirty days in which to organize an alternative transaction and (ii) the time provided by the schedule and/or timetable given to any other interested party to submit an offer for the Assets. In the case of a Company Decision, the USWA will be provided with the same time as that given information provided to any other interested party. SECTION 4 5.4 During the period described in Section 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 SECTION 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 shall be entitled to enter into an agreement with regard to the Assets with an entity other than the USWA USW only if that transaction is superior to the USWA offer. The Company may deem a proposed transaction superior if, in the reasonable judgment of its Board of Directors, it the non-USW proposal is moremore favorable on balance to the Company and/or its shareholders, taking into consideration price, certainty of payment (or risk of nonpayment), contingencies, financial strength of the proposed purchaser, conditions precedent to closing and other factors affecting the value of the transaction to the Company and its shareholders. SECTION 6 5.6 This agreement shall not be deemed to cover any public offering of equityequity or any transactions solely between the Company and any of its subsidiaries or affiliates, or its parent Company including any of its subsidiaries or affiliates. SECTION 7 5.7 The rights granted to the USWA USW herein may be transferred or assigned by the USWA, USW to a third party (but only the transferee may not thereafter transfer such right to an entity a material portion of whose equity is or will be beneficially owned by employees of the Companybid).

Right to Bid. SECTXXX 0 00- 000 Xxxxxx (x) xxx 1. Should the Company decide (a "Company Decision") or (b) be presented with an a bona fide 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 assets facilities covered by this Agreement, (a "Controlling Interest"); ) or (ii) all or a portion of one or more of its facilities covered by this Agreement ("Facilities"), ) (either or both, the "Assets") ), it will so promptly advise the USWA in writing and grant to the USWA the right to organize a transaction to purchase the Assets (a "Transaction"). SECTION 2 2. The Company will provide the USWA with any information needed 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. SECTION 3 3. The Company shall promptly notify the USWA of the schedule and/or timetable for consideration by the Company of any possible transaction. In case of an Unsolicited Offer or if the Company is considering a possible sale or transaction, the The Company will provide the USWA with the greater of (ia) thirty forty-five (45) days and or (iib) the time provided by the schedule and/or timetable given to any other interested party parties to submit an offer for the Assets. In , except in the case of an unsolicited offer for a controlling interest in the Company Decision, in which case the USWA will shall be provided with the same time as that provided by the schedule and/or timetable given to any other interested partyparties. SECTION 4 4. During the period described in Section Paragraph 3 above, the Company will not enter into any contract regarding the Assets with another party. SECTION 5 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 shall be entitled to may not enter into an agreement with regard to the Assets with an entity other than the USWA only if unless that transaction is superior to the USWA offer. The Company may only deem a proposed transaction superior ifif 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 reasonable judgment best interests of the Company and/or its Directors, it is moreshareholders. SECTION 6 6. This agreement Section shall not be deemed to cover any public offering of equityequity or the transfer of any assets between the Company and its wholly-owned subsidiaries. SECTION 7 7. The rights granted to the USWA herein in this Section may be transferred or assigned by the USWA, USWA but only on a Transaction specific basis and provided further, that: a. in the event the person or entity to an entity whom such right is transferred or assigned is a material portion of whose equity is or will be beneficially owned by employees 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. SECTXXX 0 00- 000 Xxxxxx (x) xxx 1. Should the Company decide (a "Company Decision") or (b) be presented with 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 its assets (a "Controlling Interest"); ) or (ii) all or a portion of one (1) or more of its facilities ("Facilities"), ) (either or both, the "Assets") ), it will so 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"). SECTION 2 2. The Company will provide the USWA USW with any information needed 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. SECTION 3 3. The Company shall promptly notify the USWA USW of the schedule and/or timetable for consideration by the Company of any possible transaction. In case of an Unsolicited Offer or if the Company is considering a possible sale or transaction, the The Company will provide the USWA USW with the greater of (ia) thirty forty-five (45) days and or (iib) the time provided by the schedule and/or timetable given to any other interested party parties to submit an offer for the Assets. In , except in the case of an unsolicited offer for a controlling interest in the Company Decision, in which case the USWA will USW shall be provided with the same time as that provided by the schedule and/or timetable given to any other interested partyparties. SECTION 4 4. During the period described in Section Paragraph 3 above, the Company will not enter into any contract regarding the Assets with another party. SECTION 5 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 shall be entitled to may not enter into an agreement with regard to the Assets with an entity other than the USWA only if USW unless that transaction Transaction is superior to the USWA USW offer. The Company may only deem a proposed transaction Transaction superior ifif 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, certainty of payment, conditions precedent to closing and other factors which influence which of the transactions is in the reasonable judgment best interests of the Company and/or its Directors, it is moreshareholders. SECTION 6 6. This agreement Section shall not be deemed to cover any public offering of equity. SECTION 7 . The rights granted to the USWA herein USW in this Section may be transferred or assigned by the USWAUSW; provided, but however, that in the event of a Transaction: a. that does not involve a Controlling Interest; and where the Company decides to only to an entity pursue, for legitimate business reasons, a material portion Transaction which will result in a sale of whose equity is or will be beneficially owned by employees less than 100% of the Company’s interest in the Assets, the USW’s transferee or assignee must be reasonably acceptable to the Company.

Right to Bid. SECTXXX 0 00- 000 Xxxxxx (x) xxx 1. Should the Company decide (a "Company Decision") or (b) be presented with 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 its assets (a "Controlling Interest"); ) or (ii) all or a portion of one or more of its facilities ("Facilities"), ) (either or both, the "Assets") ), it will so 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"). SECTION 2 2. The Company will provide the USWA USW with any information needed 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. SECTION 3 3. The Company shall promptly notify the USWA USW of the schedule and/or timetable for consideration by the Company of any possible transaction. In case of an Unsolicited Offer or if the Company is considering a possible sale or transaction, the The Company will provide the USWA USW with the greater of (ia) thirty forty-five (45) days and or (iib) the time provided by the schedule and/or timetable given to any other interested party parties to submit an offer for the Assets. In , except in the case of an unsolicited offer for a controlling interest in the Company Decision, in which case the USWA will USW shall be provided with the same time as that provided by the schedule and/or timetable given to any other interested partyparties. SECTION 4 4. During the period described in Section Paragraph 3 above, the Company will not enter into any contract regarding the Assets with another party. SECTION 5 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 shall be entitled to may not enter into an agreement with regard to the Assets with an entity other than the USWA only if USW unless that transaction Transaction is superior to the USWA USW offer. The Company may only deem a proposed transaction Transaction superior ifif 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, certainty of payment, conditions precedent to closing and other factors which influence which of the transactions is in the reasonable judgment best interests of the Company and/or its Directors, it is moreshareholders. SECTION 6 6. This agreement Section shall not be deemed to cover any public offering of equity. SECTION 7 7. The rights granted to the USWA herein USW in this Section may be transferred or assigned by the USWAUSW; provided, but however, that in the event of a Transaction: a. that does not involve a Controlling Interest; and b. where the Company decides to only to an entity pursue, for legitimate business reasons, a material portion Transaction which will result in a sale of whose equity is or will be beneficially owned by employees less than 100% of the Company’s interest in the Assets, the USW’s transferee or assignee must be reasonably acceptable to the Company.