TRANSACTION PROCESS. The RFQ for this Lot will contain a deliverable-based Statement of Work (SOW). The RFQ will include, but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote.
TRANSACTION PROCESS. All RFQs must be submitted on the RFQ template. The RFQ for this Lot will also contain a deliverable-based Statement of Work (SOW). The RFQ will include, but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote.
TRANSACTION PROCESS. (a) The Parties shall: (a) undertake due diligence with respect to the Target and its business as each Party deems necessary; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith (i) any amendments to the terms of the Proposal, if applicable, and (ii) the terms of the Documentation (including the terms of any other agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties), in each case, which terms must be acceptable to each Party in their respective discretion.
(b) Each Party shall use its reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Target for the purposes of gaining access to information with respect to the Target in connection with the Transaction.
TRANSACTION PROCESS. The Parties shall: (a) undertake due diligence with respect to the Target and its business; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith the terms of the Documentation (including the terms of any other agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties). The Parties agree to negotiate in good faith to reach agreement on a shareholders’ agreement of the Surviving Company (the “Shareholders’ Agreement”) that would, among other things, govern the relationship of the shareholders in the Surviving Company, subject to the finalization of the rollover arrangements (“Rollover Agreement”) with the Rollover Shareholders in accordance with Section 1.04(c) and Section 1.05, following the Closing, and that would contain provisions customary for transactions of this type. This Agreement constitutes preliminary arrangements among the Parties with respect to their relationship as Consortium members and does not constitute any binding commitment by any Party to consummate the Transaction. Such binding commitment to consummate the Transaction will result only upon agreement and execution of the Documentation, and in no event will any Party be obligated to enter into any Documentation without such Party’s consent.
TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction (including without limitation undertaking further due diligence on the Company and its business and negotiating the terms and conditions of the Merger Agreement and other definitive transaction documents in respect of the Transaction including the Debt Financing) with the Special Committee and the Financing Banks, and the Principal Consortium Members shall participate in meetings and negotiations with the Special Committee, the Financing Banks and their respective advisors. In order to facilitate the foregoing and subject to the following sentence, the Parties agree that: (i) the Chairman, in consultation with the other Principal Consortium Members, shall be primarily responsible for negotiating with the Special Committee with respect to the Transaction; provided, that the Chairman shall (1) obtain the consent from the other Parties on any changes to the purchase price, (2) consult with the other Parties on the terms of all Transaction documentation, (3) share with the other Parties all drafts of the Transaction documentation, (4) inform the other Parties of the status of discussions and negotiations with the Special Committee and (5) include the Initial Sponsors in such negotiations if so reasonably requested; and (ii) ABG and Boyu, in consultation with the Chairman, shall be primarily responsible for procuring the Debt Financing and negotiating with the Financing Banks. Each Principal Consortium Member shall work in a coordinated manner and keep the other Principal Consortium Members updated on status and progress as it carries out its allocated responsibilities.
(b) Each Party shall use its/his/her reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.
TRANSACTION PROCESS. (a) The Founder will discuss and negotiate the Transaction (including the purchase price and other terms and conditions of the Documentation) on behalf of the Consortium with the Company, the Special Committee, the Company’s shareholders and other relevant parties; provided that the Founder shall use his reasonable best efforts to inform the other Consortium Members with regard to all material discussions and negotiations with respect to the Transaction. Each Consortium Member shall, and as applicable, shall cause its/his/her Affiliates to, enter into and perform the obligations under any Documentation that has been determined in accordance with this Section 3.3.
(b) In connection with the Transaction, the Consortium Members will establish Holdco and cause Holdco to incorporate Merger Sub, collectively, as acquisition vehicles to acquire the Company Shares not already held by the Consortium Members. Upon the consummation of the Transaction, Merger Sub will be merged with and into the Company, with the Company being the surviving entity.
(c) The Founder shall have the right to set the data room and other information delivery or management protocols among the Consortium Members and Holdco. Each Consortium Member shall use its/his/her reasonable best efforts to comply with such protocols and ensure that neither it/he/she nor its/his/her Representatives cause (by their action or omission) such Consortium Member to breach such protocols.
(d) Each Consortium Member shall use its/his/her reasonable best efforts to execute any confidentiality and third party agreements reasonably required by the Company related to the Proposal or the Transaction.
(e) The Consortium Members shall cooperate in good faith in connection with the Transaction.
TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction (including the terms and conditions of the definitive documentation in respect of the Transaction) with the Special Committee and shall participate in meetings and negotiations with the Special Committee and its advisors. In order to facilitate the foregoing, the Parties agree that the Major Shareholder shall be the lead negotiator with the Special Committee with respect to the Transaction and the Major Shareholder shall (i) obtain the consent from the Sponsors on any changes to the purchase price, (ii) consult with the Sponsors on the terms of all Transaction documentation, (iii) circulate all drafts of the Transaction documentation, (iv) inform the Sponsors of the status of discussions and negotiations with the Special Committee and (v) include the Sponsors in such negotiations if so reasonably requested.
(b) Each Party shall use its/his/her reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Target in connection with gaining access to information with respect to the Target in connection with the Transaction.
TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction, including without limitation undertaking further due diligence on the Company and its business, negotiating and discussing the terms and conditions of the Merger Agreement and other definitive transaction documents in respect of the Transaction with the Company (including the Special Committee). In order to facilitate the foregoing and except as otherwise agreed, Mr. Xxxxxxxx Xxxxx and its Representatives, in consultation with other Parties, shall be primarily responsible for negotiating with the Company (including the Special Committee); provided, that Mr. Xxxxxxxx Xxxxx and its Representatives shall at all times (1) obtain the consents from other Parties on any adjustment to the purchase price listed in the Proposal and any change to material terms of the Transaction, (2) obtain the consents from other Parties on choosing any alternative structure to pursue the Transaction, (3) consult with the other Parties on the material terms of all Transaction documentation, (4) share with other Parties all drafts of the Transaction documentation, (5) inform other Parties of the status of discussions and negotiations with the Special Committee, and (6) include the Parties in meetings and negotiations with the Special Committee and its advisors if so requested.
(b) Each Party shall use its reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.
TRANSACTION PROCESS. (a) On the terms and subject to the conditions set forth herein, at the closing of the Offering (the “Closing”) and, if applicable, the closing for the purchase of additional shares of Class A Common Stock pursuant to the underwriters’ option to purchase such shares (the “Optional Closing”), you agree to sell to APAM up to a maximum number of partnership units not to exceed your Maximum Sale Number (as defined on the signature page hereto). You may not terminate this Agreement or change your Maximum Sale Amount (as set forth on the signature page hereto) after the Effective Time (as defined in Section 12 below). The actual number of partnership units APAM purchases from you will be determined in accordance with Section 3.05(a) of the Amended and Restated Resale and Registration Rights Agreement, dated as of November 6, 2013 (the “Resale and Registration Rights Agreement”) and will be subject to the total number of shares of Class A Common Stock sold by APAM in the Offering, as determined by a pricing committee of the board of directors of APAM.
(b) At the Closing and, if applicable, the Optional Closing, APAM will purchase a number of partnership units from you in accordance with Section 1(a) above and pay or cause to be paid to you a per partnership unit purchase price equal to the public offering price at which each share of Class A Common Stock is sold in the Offering (the “Public Offering Price”), less the underwriting discount per share. The Public Offering Price and underwriting discount per share will be determined by a pricing committee of the board of directors of APAM. If the Public Offering Price is less than $[ ] per share, you will have no obligation to sell to APAM any partnership units. So long as the Public Offering Price is equal to or more than $[ ] per share, you will be obligated to sell up to your Maximum Sale Number to APAM.
(c) The amount payable to you at the Closing and, if applicable, the Optional Closing, pursuant to Section 1(b) will be payable by wire transfer in immediately available funds to the account designated by you on the signature page hereto.
(d) Immediately upon payment of the purchase price for your partnership units at the Closing and, if applicable, the Optional Closing, a number of shares of Class B common stock of APAM held by you equal to the number of partnership units purchased from you on such date shall be automatically cancelled in accordance with APAM’s amended and restated certificate of incorporation.
TRANSACTION PROCESS. 3.1 The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction (including the terms and conditions of the definitive documentation in respect of the Transaction) with a special committee of the board of directors of the Target (the “Target Board”) comprised of independent directors of the Target (the “Special Committee”). In order to facilitate the foregoing, the Parties agree that Yilida and Zhongyincashmere shall be the joint lead negotiators with the Special Committee with respect to the Transaction and, subject to the following sentence, shall have the right to cause Parent to enter into the Definitive Transaction Agreement in a form satisfactory to Yilida and Zhongyincashmere. Yilida and Zhongyincashmere shall keep each of the other Parties updated on the progress of the negotiation with the Special Committee and shall obtain the consent from each of the other Parties on any change to the per share purchase price to be set forth in the Definitive Acquisition Agreement.
