Unsolicited Proposals. (a) Except as permitted by this Section 6.02, from the date of this Agreement until the Offer Acceptance Time or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not authorize or permit and shall direct its Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or knowingly facilitate or knowingly cooperate with the making of any Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than in response to an inquiry from a Third Party that was not solicited in violation of this Section 6.02, informing such Third Party of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information concerning the Company, afford access to the business, properties, assets, books, or records of the Company to or otherwise knowingly assist, participate in, knowingly facilitate, knowingly cooperate with or knowingly encourage any action by, any Third Party in connection with or for the purpose of knowingly encouraging or knowingly facilitating an Acquisition Proposal or any inquiry, proposal or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or (iv) approve, authorize, resolve or agree (or publicly propose to approve, authorize, resolve or agree) to do any of the
Unsolicited Proposals. (a) Subject to Section 6.03(b) and Section 6.03(c) and except as permitted by this Section 6.02, from the date hereof until the earlier to occur of the Effective Time or the termination of this Agreement pursuant to and in accordance with Section 8.01:
Unsolicited Proposals. (a) Subject to Section 5.4(b) and except as permitted by this Section 5.3, during the Pre-Closing Period:
Unsolicited Proposals. A. Agency COs may receive unsolicited ESPC proposals from IDIQ contract holders. If, after receiving an unsolicited proposal, the agency CO decides to pursue an ESPC task order under this contract, the agency CO shall use the ordering procedures defined above in section H.3.1. The contractor submitting the unsolicited proposal shall mark any proprietary or restricted data in the proposal. The agency shall not use any proprietary information from the unsolicited proposal to develop notices or solicitations, or conduct negotiations with other contractors.
Unsolicited Proposals. Notwithstanding subparagraph (i), GCX may consider an unsolicited Third Party Plan if and only if the Court finds that (A) the Third Party Plan would provide for a material increase in the aggregate value of the consideration being paid for all of the GCX Business and Assets compared to the Plan, (B) the Third Party Plan is fully-financed and the third party is otherwise capable of performing its obligations thereunder, and (C) GCX may consider the Third Party Plan.
Unsolicited Proposals. (a) Envestra and its Representatives may respond to any Unsolicited Competing Proposal, including:
Unsolicited Proposals. Notwithstanding the provisions of Section 2.1 above, Guarantor may and may permit the Affiliates to furnish information to or enter into discussions or negotiations with any person that makes an unsolicited bona fide Acquisition Proposal to acquire all or substantially all of the Properties, whether by merger, purchase of partnership interest or assets or otherwise, if the Board of Directors of the Guarantor determines in good faith that the Acquisition Proposal, if consummated, could result in an Alternative Transaction more favorable to the Guarantor's stockholders from a financial point of view than the consummation of the transactions contemplated pursuant to the Purchase Agreement (any such Proposal being referred to herein as a "Superior Proposal"). For purposes of this Agreement, the term "Acquisition Proposal" shall mean any inquiry or the making or implementation of any proposal or offer with respect to a merger, acquisition, or similar transaction involving the direct or indirect purchase of the Properties. For the purpose of the first sentence of this Section 2.2,
Unsolicited Proposals. Sometimes funders accept unsolicited proposals, meaning they will accept a proposal even when there has been no official request for proposals. This is rare. It is important to check and make sure the organization is accepting proposals before going through all the trouble of writing one. Concept Notes Sometimes funders ask organizations to submit concept notes (also called a letter of inquiry) for a specific topic before asking for a full grant application. This document, a short summary of what would be in the grant application, allows the funder to get an idea of what HCDP-Ghana envisions for a specific program. If funders like what they see in concept notes, they will ask for a full grant application.
Unsolicited Proposals. To the extent required by the fiduciary duties of its directors under applicable law, each of Parent and the Company may furnish information to, and negotiate or otherwise engage in discussions with, any party (a "Third Party") who (i) delivers a bona fide written Takeover Proposal which was not solicited or initiated by it, directly or indirectly, after the date of this Agreement and (ii) enters into an appropriate confidentiality agreement with it, if, but only if, its Board of Directors determines in good faith by a majority vote that such proposal could reasonably be expected to lead to a Superior Transaction; provided further, that nothing in this Agreement shall prevent Parent from complying with the provisions of Rule 14e-2 under the Exchange Act with respect to a Takeover Proposal.
Unsolicited Proposals. (a) If MDUC receives an unsolicited, written or oral proposal for merger, acquisition or similar transaction (“Proposal”) by any Person at any time prior to the MDUC Shareholders’ meeting, MDUC may, prior to (but not after) obtaining the MDUC Shareholder approval, take the following actions if the MDUC Board of Directors has determined, in its good faith judgment (after consultation with financial advisors and outside legal counsel), that such Proposal constitutes or could reasonably be expected to lead to a financially superior proposal and that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable law, then MDUC shall be allowed to furnish information to, and enter into discussions and negotiations with, such Person with respect to such Proposal.
