Strategic Review. The Company shall, on or before the Amendment No. 5 Closing Date, expand the scope of the existing engagement letter between FTI Consulting (“FTI”) and the Company pursuant to the terms of an addendum thereto, on terms reasonably acceptable to the Administrative Agent, to include a strategic review (the “Strategic Review”) of the business of the Company and its Subsidiaries in light of the potential Technology Disposition. The Company shall not amend, modify, vary or supplement the scope of FTI’s engagement for the Strategic Review or terminate such engagement, at any time on and following the Amendment No. 5 Closing Date, without the prior written consent of the Administrative Agent (provided that the Administrative Agent’s written consent shall not be required to the extent of the scope of the FTI engagement is expanded or broadened, so long as a copy of the FTI engagement letter documenting such expanded scope is promptly delivered to the Administrative Agent upon being agreed between FTI and the Company). FTI shall present a report of its findings to the Company’s Board of Directors no later than October 8, 2017. Within five (5) Business Days following FTI’s presentation to the Company’s Board of Directors, the Company and FTI shall meet with the Administrative Agent and its professional advisors to discuss any strategic alternatives and/or initiatives to be recommended as a result of the Strategic Review.
Strategic Review. 6.2.1 A strategic review of this MOU will take place once each year at a place, date and time to be agreed. It will be conducted by senior executive officers of the parties. It will address any matters that any party regards as necessary or desirable to review.
Strategic Review. The Association President and one other Association officer shall join the Superintendent’s strategic review team as full participants in the development and review of strategic and innovative projects.
Strategic Review. The Company hereby agrees that it will include in the Press Release (as defined below) an announcement that the Board will evaluate strategies to enhance shareholder value, including optimizing the Company’s capital structure, reviewing its mix of businesses and improving operating performance, and will hire an independent financial advisory firm of international reputation to assist it in these efforts. The Board shall not be restricted in the scope of alternatives it may evaluate. The Company’s evaluation shall commence promptly and is expected to be completed by the end of the summer of 2013.
Strategic Review. 2.1 In connection with the Board’s ongoing review of prospective opportunities to enhance shareholder value with the advice of Bear, Xxxxxxx & Co. Inc (“Bear Xxxxxxx,” which term shall include any successor financial advisor) as exclusive financial advisor to the Company and the input of the Company’s Chief Executive Officer and other members of the Company’s senior management (the “Strategic Review”), the Company represents and warrants to the other Parties that the Board, in connection with its approval of this Agreement and subject to Full Execution, has resolved (a certified true and complete copy of which resolution has been furnished to the other Parties): (a) to create a special committee of the Board to be called the Strategic Review Committee, for the purpose, through the Standstill Period, of (1) overseeing the Strategic Review on behalf of the Board, (2) interacting with Bear Xxxxxxx, the Company’s Chief Executive Officer and Chief Financial Officer, the Company’s legal advisers and such other parties as it determines appropriate, for the purpose of advancing the Strategic Review, and (3) reporting to, and receiving direction from, the Board at such times as the Board determines appropriate, or the Strategic Review Committee requests, regarding the progress of the Strategic Review and any recommendations resulting therefrom; (b) to designate as members of the Strategic Review Committee, for so long as they are willing to serve during the Standstill Period, the current Chairman of the Board and Xx. Xxxxxxxx; and (c) to provide that (1) subject to the Strategic Review Committee’s rights to determine its own internal procedures, to meet in executive session and to communicate telephonically (in the course of a meeting) without notice to any other person), all other members of the Board shall be given notice (to the extent reasonably practicable) of, and the right to attend, meetings of the Strategic Review Committee, and (2) the participation (in person or telephonically) of both members of the Strategic Review Committee shall be required to constitute a meeting of the Strategic Review Committee.
2.2 Consistent with the Company’s existing commitment to update investors quarterly regarding the Strategic Review, the Company shall, to the full extent consistent with Applicable Legal Requirements and except to the extent (if any) determined by the Board, after consulting with the Strategic Review Committee, to be unnecessary by reason of any intervenin...
Strategic Review. Effective as of August 9, 2017, the Parent Guarantor’s financial advisor, FTI Consulting, Inc. (“FTI”), shall engage in a strategic review of the Parent Guarantor and its business in light of the Tech Business Sale, with a focus on alternative deleveraging strategies and detailed implementation of same, such review to be conducted in accordance with, and a report and presentation in respect thereof to be given to the holders on the dates specified in, the addendum to that certain engagement contract, dated May 18, 2017, between the Parent Guarantor and FTI. The Parent Guarantor shall not amend, modify, vary or supplement the scope of FTI’s engagement for the strategic review or terminate such engagement, at any time on and following the Fifth Amendment Effective Date, without the prior written consent of the Required Holders (provided that the Required Holders’ written consent shall not be required to the extent the scope of the FTI engagement is expanded or broadened, so long as a copy of the FTI engagement letter documenting such expanded scope is promptly delivered to the holders of the Notes upon being agreed between FTI and the Parent Guarantor). FTI shall present a report of its findings to the Parent Guarantor’s Board of Directors no later than October 8, 2017. Within five (5) Business Days following FTI’s presentation to the Parent Guarantor’s Board of Directors, the Parent Guarantor and FTI shall meet with the holders of the Notes and their professional advisors to discuss any strategic alternatives and/or initiatives to be recommended as a result of the strategic review.
Strategic Review. Review and make recommendations to the Board and management on the following: ● the Company’s long-term strategic plan, as developed by the Company’s management and approved by the Board; ● the strategic direction of the Company and strategic alternatives available to the Company, including capital allocation, significant corporate transactions, change of control transactions (including a sale of the Company or of its assets), modifications of the Company’s capital structure, debt and equity financings, and other strategic transactions (any of the foregoing, a “Potential Transaction”); ● proposals from any party that could reasonably be expected to result in a Potential Transaction; and ● responses to external developments and factors, such as the economy, competition, and technology. For the avoidance of doubt, the Committee is explicitly authorized to conduct, with the assistance of its advisors, a market check to determine whether a buyer exists for the Company in a transaction that the Committee is willing to recommend to the Board.
Strategic Review. (a) If an IPO has been completed on or prior to the sixth (6th) anniversary of the Effective Date, the Series A Majority (if any Series A Preferred Shares remain outstanding following the sixth (6th) anniversary of the Effective Date) or the Series B Majority (if any Series B Preferred Shares remain outstanding following the sixth (6th) anniversary of the Effective Date), as the case may be, shall be entitled to require the Board to engage financial and other necessary advisors to conduct a strategic review (the “Strategic Review”) on the business and operations of the Company by submitting a written request to the Board (the “Strategic Review Request”). All costs, fees and expenses incurred in connection with the Strategic Review shall be borne by the Company.
(b) Within thirty (30) Business Days after the Board has received the Strategic Review Request from the Series A Majority or the Series B Majority, as applicable, pursuant to Section 5.02(a), the Board shall form a special committee of independent directors (the “Special Committee”) and retain legal, financial, and other necessary advisors to facilitate the Strategic Review. The Special Committee shall consider all reasonable alternatives and make a recommendation to the Board that is in the best interests of Shareholders and enables the Board to fully discharge its fiduciary duties. The Company and all Shareholders shall use commercially reasonable efforts to facilitate any implementation of the recommendations of the Special Committee that are approved by the Board following the Strategic Review.
Strategic Review. (a) If an IPO has been consummated on or prior to the sixth (6th) anniversary of the Effective Date and any Series A Preferred Shares remain outstanding following the sixth (6th) anniversary of the Effective Date, the Series A Majority shall be entitled to require the Board to engage financial and other necessary advisors to conduct a strategic review (the “Strategic Review”) on the business and operations of the Company by submitting a written request to the Board (the “Strategic Review Request”). All costs, fees and expenses incurred in connection with the Strategic Review shall be borne by the Company.
(b) Within thirty (30) Business Days after the Board has received the Strategic Review Request from the Series A Majority pursuant to Section 5.02(a), the Board shall form a special committee of independent directors (the “Special Committee”) and retain legal, financial, and other necessary advisors to facilitate the Strategic Review. The Special Committee shall consider all reasonable alternatives and make a recommendation to the Board that is in the best interests of Shareholders and enables the Board to fully discharge its fiduciary duties. The Company and all Shareholders shall use commercially reasonable efforts to facilitate any implementation of the recommendations of the Special Committee that are approved by the Board following the Strategic Review.
Strategic Review. 5.1 Strategic Review meetings shall be held between the Service Provider and TfL. The frequency of the Strategic Review meetings may be varied by mutual agreement subject to a minimum requirement of one Strategic Review meeting within every six (6) months throughout the Term.
5.2 Strategic Review meetings shall be the forum for, but not limited to, the review by the Service Provider and TfL at the senior operational management level of:
(A) Escalated Incidents;
(B) Escalated risks;
(C) major business Changes;
(D) significant commercial, legal and media issues; and
(E) opportunities for improvement in the delivery of the Services.
5.3 The Strategic Review meetings will be attended by:
(A) the Service Provider’s Personnel with overall responsibility for this Agreement;
(B) the Service Provider’s operations lead;
(C) TfL’s operations lead;
(D) the Service Provider’s Contract Manager;
(E) TfL’s Project Manager or Contract Manager (as appropriate); and
(F) such other persons as the parties may agree or TfL shall reasonably require.
5.4 The Strategic Review meetings shall:
(A) take place at TfL’s offices unless otherwise agreed in advance; and
(B) be minuted by TfL. Schedule 10 – Contract Management and Reporting
5.5 The minutes of each Strategic Review meeting shall:
(A) include an action log detailing actions to be undertaken by the Service Provider and TfL as agreed at the Strategic Review meeting. Such actions shall only be deemed closed when the parties have agreed them to be closed at a Strategic Review meeting or expressly in writing; and
(B) be provided by TfL’s Project Manager or Contract Manager (as appropriate) to the Service Provider within five (5) Working Days of the relevant meeting. The minutes of the preceding Strategic Review meeting shall be agreed and signed on behalf of both the Service Provider and TfL at each Strategic Review meeting.
5.6 At each Strategic Review meeting, the Service Provider shall provide and present information, reports and documents (with such content and in such format and style as TfL may require) relating to the provision of the Services.
