Examples of Acquired Competing Business in a sentence
During the Mandatory Sale Period, the provisions of Section 5.09 shall apply to the Seller and its Affiliates with respect to the Acquired Competing Business mutatis mutandis, with the “Exclusivity Period” deemed to be the Mandatory Sale Period.
If Ferro does not accept Novolyte’s offer for the Acquired Competing Business or Novolyte and Ferro are otherwise unable to enter into a definitive agreement for the sale of the Acquired Competing Business, Ferro may offer for sale the Acquired Competing Business to a third party for a price greater than the amount, or other terms more favorable, when viewed as a whole, than that offered by Novolyte, as applicable.
Notwithstanding the foregoing, none of Transferor, the Acquired Competing Business or their respective Subsidiaries, as applicable, shall be required to provide any information to the extent that such information or such access thereto would constitute a waiver of the attorney-client privilege or violate any law or Contract.
If Issuer elects to purchase such Acquired Competing Business, Issuer shall be obligated to acquire it at a cash free, debt free price determined by an independent valuation firm mutually selected in good faith by Transferor and Issuer.
If at the end of the Acceptance Period Issuer has not delivered an Acceptance Notice, Transferor may, during the 270 days immediately following the Acceptance Period, sell the Acquired Competing Business that is the subject of the Proposed Sale to a transferee for consideration having a value of not less than 100% of the Proposed Sale Price and on other terms not materially less favorable in the aggregate to Transferor than those contained in the Proposed Sale Notice.
Such notice by Transferor to Issuer (the “ Proposed Sale Notice ”) shall state Transferor’s intention to sell all of the Acquired Competing Business within 12 months of its acquisition (the “ Proposed Sale ”), the price on a cash free, debt free basis that Transferor proposes to be paid for such Acquired Competing Business (the “ Proposed Sale Price ”), and the other material terms of the Proposed Sale.
Issuer will hold, and will cause its respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from Transferor or the Acquired Competing Business, directly or indirectly, in confidence.
If Issuer does not elect to purchase such Acquired Competing Business, Transferor may continue to own or operate it notwithstanding any other provisions of this Agreement.
If Transferor is unable to sell the Acquired Competing Business that is the subject of the Proposed Sale during such 270 days in accordance with the terms set forth in this Section 1(b) , then Transferor shall again offer to sell such Acquired Competing Business to Issuer.
During the Acceptance Period, for purposes of evaluating the Proposed Sale, Transferor, with respect to the Acquired Competing Business, shall provide, or cause to be provided to, Issuer and its Representatives reasonable access to the Representatives of Transferor and the Acquired Competing Business during normal business hours and in a manner that does not unreasonably interfere with business and operations of Transferor and the Acquired Competing Business.