bidding "xxv. Minimum Bid Requirement: If there is a Stalking Horse Bid, in order to be a Qualified Bid, each Bid other than the Stalking Horse Bid must set forth a Purchase Price with a value, as determined by the Debtors in their reasonable business judgment, that exceeds in aggregate the sum of
(a) the Purchase Price of such Stalking Horse Bid, (ii) the amount of the applicable Stalking Horse Bid Protections, and (iii) $1,000,000 (collectively, the “Minimum Bid Requirements”).
Only Bids fulfilling all of the preceding requirements contained herein may be deemed to be Qualified Bids;
provided, that a Bid not otherwise satisfying all of the preceding requirements may be designated a Qualified Bid, in the Debtors’ reasonable business judgment, in consultation with the Consultation Parties.
Only those parties submitting Qualified Bids may be deemed to be Qualified Bidders.
For the avoidance of doubt, the Stalking Horse Bidder, if any, shall be deemed to be a Qualified Bidder and the Stalking Horse Bid, if any, shall be considered a Qualified Bid, such that any Stalking Horse Bidder shall be entitled to participate in the Auction.
"Within one business day after the Bid Deadline (the “Qualified Bid Designation Date”), the Debtors, in consultation with the Consultation Parties, shall determine which Acceptable Bidders are Qualified Bidders and will notify the Acceptable Bidders whether Bids submitted constitute Qualified Bids, which will enable such Qualified Bidders to participate in the Auction.
Any Bid that is not deemed a Qualified Bid shall not be considered by the Debtors; provided that if the Debtors receive a Bid prior to the Bid Deadline that does not satisfy the requirements of a Qualified Bid, the Debtors may provide the Acceptable Bidder with the opportunity to remedy any deficiencies prior to the Auction.
Starting bid
The Debtors shall evaluate Qualified Bids and identify the Qualified Bid that is, in the Debtors’ business judgment, and in consultation with the Consultation Parties, the highest or otherwise best Qualified Bid or combination of Qualified Bids for any Assets (the “Starting Bid”). As stated above, the Debtors shall promptly provide to the Consultation Parties copies of all Bids received by the Debtors, including the Starting Bid, but in no event later than the next business day following receipt; provided that the Consultation Parties and the U.S. Trustee must treat such Bids and any related information as confidential and shall not publicly disclose such information without the prior written consent of the Debtors.
No Qualified Bids
If no Qualified Bids other than the Stalking Horse Bid, if any, are received for the Assets included in the Stalking Horse Bid by the Bid Deadline, then the Debtors may cancel the Auction with respect to such Assets. If a Stalking Horse Bid is the only Qualified Bid received by the Bid Deadline, the Debtors may decide, in their reasonable business judgment, after consultation with the Consultation Parties, to designate the Stalking Horse Bid as the Successful Bid (as defined below) as to the applicable Assets and pursue entry of an order approving a Sale Transaction with respect to such Assets to the Stalking Horse Bidder pursuant to the Stalking Horse Agreement. The Debtors promptly shall file notice of any cancellation of the Auction with the Court.
Auction
Other than as expressly set forth herein, if the Debtors receive more than one Qualified Bid for the Assets (or, if applicable, any portion of Assets) by the Bid Deadline, the Debtors shall conduct the Auction to determine the Successful Bidder in their reasonable business judgment, in consultation with the Consultation Parties, with respect to such Assets or portion of Assets in accordance with the Auction Procedures (as defined below). If the Debtors do not receive a Qualified Bid for any particular Asset by the Bid Deadline, the Debtors will not conduct the Auction with respect to such Asset.
iv. bidding shall begin with the Starting Bid; v. subsequent bids (each, an “Overbid”) may only be made at the Auction and shall be at least a 2% increase in cash, cash equivalents, or other such consideration that the Debtors, in their reasonable business judgment, in consultation with the Consultation Parties, deem equivalent over the previous bid (a “Minimum Overbid”), and each successive Overbid shall exceed the then-existing Overbid by an incremental amount that is not less than the Minimum Overbid. The Debtors may, in their reasonable business judgment, in consultation with the Consultation Parties, announce increases or reductions to the Minimum Overbid at any time during the Auction. For the avoidance of doubt, each successive Bid that a Qualified Bidder may submit at the Auction must contain a Purchase Price in cash, cash equivalents, or such other consideration that the Debtors, in their reasonable business judgment, in consultation with the Consultation Parties, deem equivalent that exceeds the then existing highest Bid by at least the amount of the Minimum Overbid
ix. to remain eligible to participate in the Auction, in each round of bidding, each Qualified Bidder, except the Qualified Bidder(s) that submitted the Prevailing Highest Bid, must submit an Overbid with respect to such round of bidding. To the extent a Qualified Bidder that did not submit the Prevailing Highest Bid fails to 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 submit an Overbid with respect to such round of bidding, such Qualified Bidder shall be disqualified from continuing to participate in the Auction; provided, however, that the Debtors, in their reasonable business judgment and in consultation with the Consultation Parties (to the extent such Consultation Parties have not submitted a Qualified Bid), may permit any such bidder to (a) re-join the Auction after submitting an Overbid or (b) join another Qualified Bidder in the Auction as an additional purchaser party or debt or equity financing source;
KW