Strategic Alternatives. The Special Committee considered the fact that Ford currently owns approximately 81.5% of the equity of Hertz and controls approximately 94.7% of the combined voting power of all classes of capital stock of Hertz. The Special Committee also considered the fact that in its written proposal, dated September 20, 2000, Ford made clear that it would not “sell any shares of Hertz stock that [it] own[s] directly or indirectly” and that it did not “wish to consider or participate in any possible alternative sale of Hertz common stock.” Ford confirmed this position in subsequent discussions with representatives of Lazard. Accordingly, the Special Committee concluded that an acquisition of Hertz by a third party was not a feasible alternative. In connection with its consideration of Ford’s controlling ownership interest in Hertz, the Special Committee also took into account the fact that Ford, through its legal counsel, advised the Special Committee that it would be unwilling to agree to make the proposed transaction subject to the approval of a majority of the unaffiliated public shareholders of Hertz.
Strategic Alternatives. The parties acknowledge that the Company has retained Credit Suisse First Boston (“CSFB”) to provide services to the Board. The Company agrees that, consistent with the directors’ fiduciary obligations to the Company and its stockholders, the Board shall instruct CSFB to (a) speak with third parties who approach CSFB to express interest in presenting strategic alternatives to the Board, (b) assess the viability of any such strategic alternatives and (c) regularly present updates thereof to the Board. The CSFB engagement will be announced in the joint press release to be issued by the Company and the Barington Group pursuant to Section 12 of this Agreement.
Strategic Alternatives. The Board considered the trends and competitive developments in the industry and the range of strategic alternatives available to us, including the prospects for the Company continuing to operate as a stand-alone public entity, or the possibility and feasibility of pursuing a business combination with a technology company or another industry participant. The Board conducted a thorough review of a potential sale of the Company, including conducting a competitive sale process in which IIF emerged as the bidder offering the highest per-share consideration, as illustrated by, without limitation the following factors: • Lazard contacted executives of six potential counterparties on December 4, 2018; • IIF, Company A and Bidders B, C and E submitted indicative, nonbinding acquisition proposals on February 22, 2019. IIF proposed an all-cash transaction at a price of $66.00 per share. Company A proposed an all-cash transaction at a price of $57.00 per share. Bidder B proposed an all-cash transaction at a price of $62.00 per share. Bidder C proposed an all-cash transaction at a price of $61.00 per share, which was contingent on receiving exclusivity. Bidder E proposed a price range of $57.33 to $62.33 per share with the consideration being a combination of cash and stock, but did not specify the allocation between cash and stock; and • on May 10, 2019, IIF and Bidder E each submitted final offers to acquire the Company. IIF proposed acquiring the Company for $67.00 per share, all cash. Bidder E offered to acquire the Company for $65.00 per share, all cash. The Company and its advisors negotiated a revised final all-cash per-share offer price of $68.25 from IIF. The Board determined that such strategic alternatives, including continuing to operate as a stand-alone public entity, were less favorable to the Company and its shareholders than the proposed merger with IIF.
Strategic Alternatives. On or before August 31, 2023, the Borrower shall either (x) consummate a Strategic Transaction or (y) cause the 2023 Equity Contribution and Prepayment to occur; provided, that, where the Borrower, as of such date, has an executed commitment for a Strategic Transaction (such as an acquisition agreement or similar agreement), but such Strategic Transaction is contemplated to be consummated after the completion of customary agreed closing conditions, such date shall be extended (i) automatically for 30 days, so long as the Strategic Transaction is consummated in accordance with the executed agreement, and (ii) upon the approval (not to be unreasonably withheld or denied) of TPHS, for an additional 30 days. On or before June 30, 2023, Borrower and its representatives shall (i) meet with Lender and its representatives to review the results of Borrower’s strategic process, (ii) endeavor in good faith to establish mutually acceptable next steps, (iii) provide copies of all written terms and term sheets received from participants in Borrower's strategic review, and (iv) provide evidence of a term sheet that addresses the repayment or purchase of the Obligations under this Agreement, subject to a 15-day cure period in the case of clause (iv).
Strategic Alternatives. (a) No later than the date on which the Company issues a press release announcing its financial results for the three months and year ended December 31, 2023 (the “Earnings Release”), the Company shall prominently announce that the Board will initiate a formal review to consider and evaluate strategic alternatives for the Company to maximize value for shareholders (the “Announcement”); provided, that if the Announcement is included within the Earnings Release, then the first reference to the Announcement will be included as a header and made in an above-the-fold manner; provided, further, that if the Announcement is not included within the Earnings Release, then the Announcement of such formal review will be made in a standalone press release.
Strategic Alternatives. The Company hereby confirms that it has retained the investment banking firm of Barington Capital Group, L.P. pursuant to the engagement letter dated September 18, 1998, a copy of which has been provided to Xxxxx to explore strategic alternatives for the Company. Xxxxx has been afforded the opportunity to meet with representatives of such investment banking firm.
Strategic Alternatives. As soon as practicable after the date of this ----------------------- Agreement, the Company will commence to explore all strategic alternatives open to the Company to promote development of the Company's potash projects or to otherwise maximize shareholder value, including without limitation the initiation, solicitation, promotion and encouragement (including by way of furnishing information or entering into any agreement, arrangement or understanding) of the initiation, directly or indirectly, of enquiries or the submission of proposals or offers from any person with respect to any one or more of the following (each, a "TRANSACTION"): a merger, amalgamation, statutory arrangement, takeover bid, sale or joint venture of the Somboon or Udon potashproperties in northern Thailand, sale of other substantial assets, issuance of shares or similar transaction involving the Company. The Company has the sole and exclusive responsibility for the initiation, pursuit and conduct of any Transaction. Olympus agrees to advise the Company of any approaches or solicitations it may receive relating to a Transaction, and the Company agrees to advise Olympus of any progress it makes in implementing a Transaction. A Transaction shall constitute an "ALTERNATIVE TRANSACTION" for the purposes of this Agreement if:
Strategic Alternatives. No later than January 22, 2001, Seminis shall deliver to the Steering Committee a written list of strategic alternatives for Seminis being considered by Seminis during the Waiver Period and shall discuss such strategic alternatives with the Steering Committee. Thereafter Seminis shall deliver to the Steering Committee no less frequently than every two weeks update reports regarding the strategic alternatives being considered by Seminis and its operating initiatives.
Strategic Alternatives. (i) Provide Bank with weekly written updates regarding discussions, indications of interests, bids, term sheets, parties approached, processes, and other information related to any prospective or contemplated sale, merger, or other strategic alternative transaction involving Borrower or Holdings, and, solely for informational purposes, provide copies to Bank of any indications of interest, term sheets or other bid documents within three (3) Business Days of any Loan Party’s receipt of the same (or such longer period as Bank may agree in its sole discretion) and (ii) request Bank’s cooperation in respect of any prospective or contemplated sale, merger, or other strategic alternative transaction as soon the need for Bank’s involvement in such sale, merger, or other strategic alternative transaction becomes reasonably necessary.
Strategic Alternatives. The Borrower shall, and shall make its representatives available for, conference calls to be conducted on a periodic basis, but no less frequently than once a calendar month (beginning in June, 2021), for the purpose of providing the Administrative Agent with an update on the status and progress of any material transactions affecting the Loan Parties or their assets and liabilities, including any refinancing and/or sale transactions, accompanied, in each case and subject to the Administrative Agent’s reasonable request, by a written summary of such update. The Borrower shall provide the Administrative Agent of no less than three (3) Business Days’ advance notice of such conference calls.
