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. (a) If the Corporation has not consummated a (i) Qualified IPO or (ii) Sale Transaction for at least one hundred percent (100%) of the Outstanding Shares pursuant to the exercise of the Drag-Along Right or otherwise, in each case, on or prior to the thirty (30) month anniversary of the Effective Date, then either (x) the holders of a majority of the outstanding shares of Common Stock then held by the AHG Stockholders or (y) the AHG Director, if the AHG Approval Right is in effect, shall have the right to require (the “SRC Request”), by written notice delivered to Cupar and the Corporation at any time after the thirty (30) month anniversary of the Effective Date (the “SRC Notice”), that the Corporation and the Board establish a committee pursuant to Section 3.5 (the “Strategic Review Committee”), which Strategic Review Committee shall be delegated the authority to review, consider and control a process to consummate a Strategic Alternative and cause the Corporation to undertake one or more Strategic Alternatives approved by the Strategic Review Committee without further approval or other action by the Board (except where such approval or action is otherwise required under Delaware law).
(b) On and after the date upon which the Strategic Review Committee is established pursuant to Section 3.5, the Strategic Review Committee shall evaluate the merits of each Strategic Alternative and may decide to approve any such Strategic Alternative or decide to not proceed with any such Strategic Alternative. In the event that the Strategic Review Committee approves a Strategic Alternative:
(i) each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in favor of such Strategic Alternative or in whatever manner as shall be necessary to ensure that the provisions of Article 8 shall apply to such Strategic Alternative; and
(ii) Cupar will agree to, if reasonably requested by the acquiror or acquirors in respect of a Sale Transaction approved by the Strategic Review Committee and conditioned on the consummation of such Sale Transaction, (A) extend any commercial agreements or arrangements between the Corporation or any Subsidiary, on one hand, and Cupar or any of its Affiliates, on the other hand (each, a “Cupar Agreement”) for up to one (1) year on substantially similar terms, (B) reduce the remaining term of any Cupar Agreement to one (1) year following...
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.
(b) Neither the Company nor the Investor shall make or cause to be made, and the Company and the Investor shall cause their respective Affiliates and Associates not to make or cause to be made, any public statement with respect to the subject matter of this Section 1 that is inconsistent with (i) the statements made in the Announcement included within the Earnings Release or in the standalone press release, as applicable, and/or (ii) the terms of this Agreement, except, in each case, as required by law or the rules of any stock exchange or with the prior written consent of the other Party.
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. 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:
(a) the Company shall have provided to Olympus on a timely basis such details of the proposed terms of such Transaction as Olympus may have reasonably requested and which Olympus shall have agreed to keep and cause to be kept strictly confidential, except that Olympus may disclose such details to the other Debentureholders if:
(i) Olympus has obtained the Company's prior written consent to such disclosure, such consent not to be unreasonably withheld or delayed; and
(ii) the Debentureholders have furnished an undertaking of confidentiality in respect of the same;
(b) the Transaction shall comprise a bona fide offer evidenced by binding documentation subject only to commercially reasonable closing conditions;
(c) the Transaction shall be entered into prior to the Conversion and either:
(i) provide for the payment in full, pursuant to the Indenture, of all principal, interest and premium due to the Debentureholders on the date of Maturity;
(ii) provide for the payment in full of all principal, interest and premium due to the Debentureholders on such date following the date of Maturity (as then defined in the Indenture) as may be approved by Olympus; or
(iii) be subject t...
Strategic Alternatives. In the event the Definitive Equity Agreements are not signed on or before February 15, 1999, or after the execution thereof they are terminated, the Borrowers shall use commercially reasonable efforts to consummate one or more strategic business initiatives designed to meet its obligations on all or a portion of the outstandings under the Credit Agreement, including without limitation, seeking new equity investments, refinancing of indebtedness or mergers or business combinations."
8. Section 12.01 of the Credit Agreement is hereby amended by deleting the entire phrase in the second parenthetical thereof and inserting the following phrase in lieu thereof: "which for purposes hereof shall also include CSI in its capacity as Lead Arranger and Book Manager and Xxxxx Xxxxxx in its capacity as Arranger".
9. Effective from and as of December 31, 1998 through and including March 31, 1999 (as such date may be extended as described in clause (ii) below, the "Waiver Termination Date"), the undersigned Lenders hereby waive compliance (the "Waiver") with the provisions of Section 9.08, Section 9.09 and Section 9.11(a) of the Credit Agreement and all other terms and conditions, to the extent necessary to permit the transactions described on Schedule I in accordance with such Schedule I and as otherwise described in writing to the Lenders. This Waiver shall be effective only for the period from and as of December 31, 1998 to and including the Waiver Termination Date (the "Waiver Period") and shall be of no force or effect at any other time; PROVIDED that unless modified in writing by the Required Lenders, (i) in the event of (I) any payment of principal in respect of maturity or amortization of Indebtedness, or redemption for value or assets of such Indebtedness of the Borrowers, the Guarantors and their Subsidiaries, or any settlement of the existing Permitted Equity Swaps for cash, debt or other consideration (other than common stock of Patriot and Wyndham), other than as described on Schedule I hereto, (II) any acquisition or disposition by the Borrowers, the Guarantors or their Subsidiaries of assets or property other than (x) on a basis which is consistent with the restrictions on the acquisition of assets or disposition of assets, as the case may be, set forth in the terms and conditions of Exhibit A, including the requirement that all net proceeds (as such term is described in Exhibit A) are applied to repay Term Loans, and (y) as described on Schedule I hereto, ...
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. 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.
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).
