Acquisition Undertakings. The Borrower shall ensure that (and the Offeror shall): The Offeror shall comply at all times in all material respects with the City Code (subject to any waiver or dispensation granted by the Panel) and all applicable laws or regulations relating to the Stingray Acquisition. The Offeror shall not take any steps as a result of which it is obliged to make a mandatory offer under rule 9 of the City Code. In the case of an Offer, where becoming entitled to do so, the Offeror shall promptly give notices under Section 979 of the Companies Xxx 0000 in respect of the Target Shares and shall promptly (and in any event within the maximum time prescribed by such sections) complete a Squeeze-out Procedure. Subject always to the Companies Xxx 0000 and any applicable listing or stock exchange rules, in the case of a Scheme, within sixty (60) days after the Scheme Effective Date, and in relation to an Offer, within sixty (60) days after the date upon which the Offeror (directly or indirectly) owns shares in the Target (excluding any shares held in treasury), which, when aggregated with all other shares in the Target owned directly or indirectly by the Offeror, represent not less than seventy-five percent (75%) of all shares in the Target (excluding any shares held in treasury), procure that such action as is necessary is taken to procure that trading in the shares in the Target on the AIM market of the London Stock Exchange is cancelled and as soon as reasonably practicable thereafter, procure that the Target is re- registered as a private limited company. Save as required by the City Code, the London Stock Exchange, the Panel, the High Court of Justice of England and Wales or any other applicable law, regulation or regulatory body, the Offeror shall not prior to the end of the Offer Period (as defined in the City Code) make any press release or other public statement in respect of the Stingray Acquisition which refers to this Amendment, any Loan Document or any First Amendment Term Lender or the Incremental Arranger or any combination of them (in such capacity), without (save to the extent required by law or regulation) first obtaining the prior approval of the Incremental Arranger (such consent not to be unreasonably withheld, delayed or conditioned). If the Offeror does become so required, it shall notify the Incremental Arranger as soon as practicable (and to the extent that it does not prejudice the Offeror's ability to comply with such requirement), upon becoming a...
Acquisition Undertakings. Bidco and its Restricted Subsidiaries shall, subject always to the Companies Act 2006 and any applicable listing rules, (i) within 60 days after the Scheme Effective Date (or such later date as the Administrative Agent may reasonably agree), procure that such action as is necessary is taken to procure that trading in the shares in Company on the Main Market of the London Stock Exchange is cancelled and (ii) as soon as reasonably practicable thereafter, procure that the Company is re-registered as a private limited company.
Acquisition Undertakings. Company will not fail to comply, or permit any of its Subsidiaries to fail to comply, with the Acquisition Undertakings at any time.
Acquisition Undertakings. (a) The Company undertakes that it will (and shall procure that US Merger Subsidiary will):
Acquisition Undertakings. The Borrower must, and shall procure that Bidco will:
Acquisition Undertakings. The Borrower shall ensure that (and the Offeror shall):
Acquisition Undertakings. The Borrower shall:
Acquisition Undertakings. (a) Except with the prior written consent of the Majority Lenders (or, where indicated below, the requisite number of Bookrunners) the Companies must not (and shall procure that no Bidco will):
Acquisition Undertakings. (a) In each case subject to any confidentiality, regulatory or legal restrictions relating to the supply of such information (other than, in the case of any confidentiality restriction, any such restriction created by an Acquisition Obligor), the Company will keep the Administrative Agent informed as to any material developments in relation to the Acquisition (including, if the Acquisition is effected by means of an Offer, by promptly delivering to the Administrative Agent copies of any press releases required to be made by Bidco under the Takeover Code (including press releases in respect of any irrevocable acceptances received in relation to the Offer)) and will:
Acquisition Undertakings. (a) New Bidco shall not amend, waive or treat as satisfied any material term or condition relating to the Acquisition from that set out in the draft Rule 2.7 Announcement most recently delivered to the Agent in accordance with paragraph 3 of Schedule 1 (Conditions Precedent), in a manner or to the extent that would be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents, other than any amendment or waiver:
