Successful Proposal definition

Successful Proposal means the highest or otherwise best investment proposal, as determined in accordance with the Investment Agreement and Bidding Procedures Order.

Successful Proposal means one or more proposals to consummate the Combination Transaction Restructuring that the Debtors determine, in an exercise of their business judgment: (a) provides sufficient consideration to satisfy the following Claims in full in accordance with the priorities set forth in the Plan: (i) Allowed Administrative Claims (including, for the avoidance of doubt, the Consenting Senior Noteholder Fees and Expenses and Revolving Credit Agreement Lender Fees and Expenses); (ii) Allowed Other Secured Claims (except to the extent the applicable purchase agreement provides for a different method of rendering such Claims Unimpaired); (iii) Allowed Professional Fee Claims; (iv) Allowed Priority Tax Claims (unless paid in another manner permitted by section 1129(a)(9)(c) of the Bankruptcy Code); (v) Allowed Other Priority Claims; (vi) Allowed Revolving Credit Agreement Claims [(or such lesser amount as it acceptable to the Revolving Credit Agreement Lenders in their sole and absolute discretion)]; and (vii) Allowed Trade Claims; (b) provides sufficient consideration to pay the DIP Claims in full in Cash (or provide such other consideration as the DIP Lenders agree in their sole discretion; (c) provides consideration in respect of the Senior Notes Claims acceptable to the Required Consenting Senior Noteholders; (d) subject to the reasonable determination of the Required Consenting Senior Noteholders and the Majority Lenders, provides consideration sufficient to pay or reserve for payment pursuant to and in accordance with the Plan costs, expenses and other amounts necessary to wind down the Estates following the closing of the Combination Transaction; and (e) includes such other terms and conditions as the Debtors may require, subject to the reasonable consent of the Required Consenting Senior Noteholders [and the Majority Exit Facility Lenders; provided that, unless and until the Exit Facility Agent and Exit Facility Lenders have provided firm commitments to the Debtors to fund the Exit Facility, such reasonable consent right shall be held by the Majority Lenders and not the Majority Exit Facility Lenders; provided, further, that if the Debtors elect to treat Revolving Credit Agreement Claims in accordance with Article III.B.3.c(ii), the Majority Lenders shall have consultation rights only.]

Successful Proposal means a Proposal for which a Proponent is offered a capital grant, loan guarantee and/or operating grant through the process described in this ITP.

Examples of Successful Proposal in a sentence

• The material contained in the Successful Proposal will be incorporated in a contract and information which is considered sensitive and/or proprietary shall be identified as such by the Proponent.

• The Underwriting Standards apply only to the Successful Proposal who is awarded the contract by City Council.

• The parties to any Contract executed as a result of this Solicitation shall be the CVCOG department and the Contractor as set out in the Successful Proposal.

• The material contained in the Successful Proposal will be incorporated in a Contract and information that is considered sensitive and/or proprietary shall be identified as such by the Proponent.

• The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Successful Proposal, the City, and any indemnified party.

• After selecting the Successful Proposal, the Company, in consultation with the entity or entities which submitted the Successful Proposal, will prepare and file the Plan and the accompanying disclosure statement with of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

• If this Agreement is the Successful Proposal, each of the Companies further agrees that it shall not, and that it shall cause its Representatives not to, directly or indirectly, provide any confidential information or data to, or engage in any negotiations with, any Person relating to an Alternative Transaction, or otherwise knowingly encourage or facilitate any effort or attempt by any Person to make or implement an Alternative Transaction.

• Unless GDOT rejects all Proposals or cancels this procurement, GDOT shall select as the apparent Successful Proposer the Proposer with the apparent Successful Proposal, taking into consideration the evaluation criteria and procedures set forth in Section 5 and Exhibit E.

• PARTIESThe parties to any Contract executed as a result of this Solicitation shall be the CVCOG department and the Contractor as set out in the Successful Proposal.

• The Successful Proposal will include ideas and strategies for how to work together to secure additional funding for evaluation.

More Definitions of Successful Proposal

Successful Proposal means the proposal submitted with the most favorable proposal based on the evaluation criteria.

Successful Proposal has the meaning ascribed to such term in the Restructuring Term Sheet.

Successful Proposal. [One or more proposals to purchase or consummate a combination or merger involving all or substantially all of the Company’s restructured equity or assets that the Company determines, in an exercise of its business judgment: (a) provides sufficient consideration to satisfy the following Claims in full in accordance with the priorities set forth in the Plan: (i) Allowed Administrative Claims; (ii) Allowed Other Secured Claims (except to the extent the applicable purchase agreement provides for a different method of rendering such Claims Unimpaired); (iii) Allowed Professional Fee Claims; (iv) Allowed Priority Tax Claims (unless paid in another manner permitted by section 1129(a)(9)(c) of the Bankruptcy Code); (v) Allowed Other Priority Claims; [and] (vi) Allowed Revolving Credit Agreement Claims (or such lesser amount as is acceptable to the Revolving Credit Agreement Lenders in their sole and absolute discretion); [and (vii) Allowed Trade Claims; (b) [provides sufficient consideration to satisfy the DIP Claims in accordance with the terms of the [DIP Term Sheet]]; (c) provides consideration in respect of the Senior Notes Claims acceptable to the Required Consenting Senior Noteholders; (d) provides consideration that the Company and the Required Consenting Senior Noteholders determine is sufficient to pay or reserve for payments pursuant to and in accordance with the Plan, including, as applicable, consideration sufficient to wind down the estates following the closing of the Combination Transaction; and (e) includes such other terms and conditions as the Company may require, subject to the reasonable consent of the Required Consenting Senior Noteholders.]

Successful Proposal. Section 2.07(c)(ii)(D)

Successful Proposal means the highest the highest or otherwise best investment proposal, as determined in accordance with the Bidding Procedures Order. Tax means all taxes, including any interest, liabilities, fines, penalties or additions to tax that may become payable in respect thereof, imposed by any Governmental Entity, which taxes shall include, without limiting the generality of the foregoing, income taxes (including, but not limited to, U.S. federal income taxes and state income taxes), payroll and employee withholding taxes, unemployment insurance, social security, sales and use taxes, excise taxes, franchise taxes, gross or net receipts taxes, occupation taxes, real and personal property taxes, ad valorem taxes, stamp taxes, transfer taxes, capital taxes, import duties, withholding taxes, workers compensation, and other obligations of the same or of a similar nature whether arising before, on or after the Closing Date.