Unsolicited Offers Sample Clauses
The Unsolicited Offers clause defines how a party must handle offers or proposals received from third parties that were not actively sought out. Typically, this clause requires the recipient to promptly notify the other party if they receive an unsolicited offer related to the subject matter of the agreement, such as a proposal to purchase assets or enter into a competing transaction. By establishing a clear process for disclosure and response, the clause helps prevent conflicts of interest and ensures transparency between the parties, thereby protecting the integrity of the agreement.
POPULAR SAMPLE Copied 4 times
Unsolicited Offers. Nothing in this Article 2 shall apply to a bona fide unsolicited arm’s length (as defined in the Tax Act) take-over bid, amalgamation, arrangement or other transaction made in writing to all holders of EIFH Shares, with respect to all or a portion of such EIFH Shares in accordance with applicable corporate and securities legislation.
Unsolicited Offers. 4.1 Nothing in this Agreement shall prevent either of the Parties from responding to a bona fide written unsolicited offer or proposal relating to a Company Superior Acquisition Proposal or an Offeror Superior Acquisition Proposal (as defined in sections 4.6 and 4.7 below), for which financing, to the extent required, is then committed or is capable of being obtained (as determined in good faith by the relevant Party’s Board of Directors after consultation with its financial and other advisors), made by a third party after the date hereof and which does not result from a breach of this Agreement if, and to the extent that, in the judgement of the Board of Directors of such Party acting in good faith and after consultation with its financial and legal advisors the failure to do so would be in breach of the fiduciary duties of the Board of Directors of such Party under applicable law or stock exchange rules and regulations.
4.2 Nothing in this Agreement will prevent the Board of Directors of any of the Parties from responding to a publicly announced Acquisition Proposal to the extent such response is required under applicable law or stock exchange rules and regulations.
4.3 To the extent permissible under applicable law and stock exchange rules and regulations the Parties make the following undertakings. Each Party will, as soon as practicable (but in no event later than 24 hours) following receipt thereof, provide notice to the other Party of any written Acquisition Proposal or any request for non-public information relating to, or for access to the properties, books or records of a Party or its subsidiaries in connection with such an Acquisition Proposal. Such notice to the other Party shall include a copy of any such written Acquisition Proposal (identifying the third party) and provide information related to the proposed transaction structure, form and amount of consideration and material conditions, and will provide or will be supplemented by such other details of the proposal or request as the other Party may reasonably request. Any information provided to a third party will be subject to a confidentiality agreement, the terms of which shall be no less restrictive than the Confidentiality Agreement, dated as of July 22, 2003, between the Parties (the “Confidentiality Agreement”). Any information provided to a third party that was not previously provided to the other Party shall be provided to such Party at the time it is provided to the third party. Th...
Unsolicited Offers. Nothing contained in Section 5.4(a) shall prohibit the Trust Managers or Board of Directors of Seller from: (i) furnishing information to or entering into discussions or negotiations with any Person that makes an unsolicited bona fide Alternative Proposal if, and only to the extent that, (1) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, the Trust or Seller provides written notice to Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person, (2) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, the Trust or Seller receives from such Person an executed confidentiality agreement in customary form on terms not less favorable in any material respect to the Trust or Seller than the terms of the letter agreement, dated July 12, 1996 by and between Buyer and the Trust (the "Confidentiality Agreement"), (3) the Trust or Seller keeps Buyer informed of the status of any such discussions or negotiations and (4) the Trust and Seller shall not disclose the terms of this Agreement and other information with respect to transactions among Seller, the Trust and Buyer except as permitted under Section 12.9 hereto; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.4 shall permit Seller or the Trust to terminate this Agreement or affect any other obligation of Seller or the Trust under this Agreement.
Unsolicited Offers. Nothing contained in Section 5.4(a) shall prohibit the Trust Managers from: (i) furnishing information to or entering into discussions or negotiations with any Person that makes an unsolicited bona fide Alternative Proposal if, and only to the extent that, (1) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, Seller provides written notice to Buyer to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person, (2) prior to furnishing such information to, or entering into discussions or negotiations with, such Person, Seller receives from such Person an executed confidentiality agreement in customary form on terms not less favorable in any material respect to Seller than the terms of the letter agreement, dated July 12, 1996 by and between Buyer and Seller (the "CONFIDENTIALITY AGREEMENT"), (3) Seller keeps Buyer informed of the status of any such discussions or negotiations and (4) Seller shall not disclose the terms of this Agreement and other information
Unsolicited Offers. For certainty and avoidance of doubt, if an unsolicited firm bona fide offer for a Sale Event (the "Sale Event Offer") is received from a third party, then the rights and obligations set forth in this Section 5 (other than Sections 5(c) and 5(d)) shall not apply to such transaction. JHM will keep ▇▇▇▇▇▇ informed as soon as practicable of any discussions or inquiries that are likely to lead to an unsolicited offer. For purposes of Section 5(c), the date of ▇▇▇▇▇▇'▇ receipt of a copy of the written Sale Event Offer shall constitute notice of the Sale Event Offer for purposes of the commencement of a special 75 day (not 21 day) period in accordance with the terms set forth in Section 5(c) (it being understood that, for certainty and avoidance of doubt, ▇▇▇▇▇▇'▇ price shall be 107.5% of the equity value offered by such third party). During such 75 day period, JHM shall employ his best efforts to give ▇▇▇▇▇▇, its advisers and banks access to the all information concerning the Company and to the management of the Company for the purpose of financing the Sale Event, provided that ▇▇▇▇▇▇, its advisers and banks sign suitable confidentiality agreements.
Unsolicited Offers. If any Restricted Party otherwise receives an offer to purchase all or any portion of the Restricted Property or otherwise intends to sell all or any portion of the Restricted Property, in each case on terms and conditions satisfactory to such Restricted Party, then such Restricted Party shall promptly provide written notice to Parent of such Restricted Party’s intent to sell said Restricted Property (each, a “ROFR Notice”; the ROFO Notices and ROFR Notices, collectively, being the “ROFO/ROFR Notices”), which ROFR Notice shall specify the terms, conditions and purchase price offered by the offeror. If Parent desires to accept such offer, within fifteen Business Days after its receipt of the ROFR Notice, Parent shall give the applicable Restricted Party written notice to such effect (each, a “ROFR Acceptance Notice” the ROFO Acceptance Notices and ROFR Acceptance Notices, collectively, being the “ROFO/ROFR Acceptance Notices”).