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 ...
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:
(i) subject to paragraph (f) below, in the case of an Offer, reducing the Acceptance Condition to no lower than the Minimum Acceptance Threshold;
(ii) required or requested by the Panel or the Court, or reasonably determined by New Bidco as being necessary or desirable to comply with the requirements or requests (as applicable) of the City Code, the Panel or the Court or any other relevant regulatory body or applicable law or regulation;
(iii) to change the purchase price or other consideration (or any amendment or waiver of any written agreement related thereto) in connection with the Acquisition;
(iv) extending the period in which holders of the Target Shares may accept the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing));
(v) to the extent it relates to any term or condition to the Acquisition which New Bidco reasonably considers (acting in good faith) that it would not be entitled, in accordance with Rule 13.5(a) of the City Code, to invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn (and the other conditions to the Acquisition have been, or will contemporaneously be, satisfied or waived, as permitted under this paragraph (a));
(vi) required to allow the Acquisition to switch from being effected by way of an Offer to a Scheme or from a Scheme to an Offer; and/or
(vii) made with the consent of the Majority Lenders under the Additional Facility (such consent not to be unreasonably withheld, conditioned or delayed).
(b) New Bidco shall comply in all material respects with the City Code (subject to any waiver or dispensation of any kind granted by the Panel or the requirements of the Court), save where non-compliance would not be materially prejudicial to the interests of the Additional Facility Lenders (taken as a whole) under the Finance Documents.
(c) New Bidco shall not take any steps as a result of which any Group Company is obliged to make a mandatory offer under Rule 9 of...
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):
(i) not increase the price of the Offer (or the Merger) (or to cause an automatic increase thereof) without the consent of the Majority Lenders in excess of the amount per share in the Target agreed between Linde and the Arrangers prior to the Signing Date;
(ii) not to agree to any other amendments of the terms of the Offer or the Merger Agreement (nor to waive any conditions set out therein for closing of the Offer or the Merger) which are (or the waiver of which would be) materially adverse to the interest of the Lenders (other than amendments which are made with the prior consent of the Majority Lenders);
(iii) conduct the Offer in compliance with US takeover and securities legislation in all material respects; and
(iv) comply with the terms of the Merger Agreement in all material respects.
(b) The Company will keep the Agent informed about the process of the Offer and the Merger and will notify the Agent of any material developments in relation to the Offer and the Merger.
Acquisition Undertakings. The Borrower must, and shall procure that Bidco will:
(A) comply in all material respects with all applicable laws and regulations relevant in the context of the Acquisition including in relation to all required filings; and
(B) not make any material variations or amendments or provide any waivers of the terms or conditions of the Acquisition Agreement, that could reasonably be expected to affect the interests of the Lenders materially and adversely.
Acquisition Undertakings. The Borrower shall:
(a) comply in all material respects with all applicable laws and regulations relevant in the context of the Acquisition;
(b) keep the Facility Agent informed of any material developments or material changes to the terms or conditions of the Merger Agreement; and
(c) promptly supply to the Facility Agent:
(i) copies of all material notices or announcements received or issued by it in relation to the Acquisition;
(ii) any other information regarding the progress of the Acquisition as the Facility Agent may reasonably request, except to the extent that it is prohibited from doing so by the terms of a confidentiality undertaking or by any applicable law or regulation.
Acquisition Undertakings. The Borrower shall (or shall procure the relevant Acquiring Entity shall) use commercially reasonable efforts to keep the Interim Facility Agent reasonably informed as to any material developments in relation to the Scheme or, as applicable, the Offer (in each case, subject to the applicable legal and regulatory restrictions on disclosure thereof) as the Interim Facility Agent may reasonably request.
Acquisition Undertakings. 21.12.1 The Company will not waive, amend or treat as satisfied any material term or condition relating to the Acquisition from that set out in the draft Announcement delivered to the Agent prior to the date of this Agreement to the extent that it would be materially adverse to the interests of the Lenders (taken as a whole) under the Finance Documents except:
(A) to the extent required by, or the invocation of a condition has been refused by, or reasonably determined by the Company as being necessary or desirable to comply with the requirements or requests (as applicable) of the City Code, the Panel or the Court or any applicable law, regulation or regulatory body;
(B) any change in the purchase price (or amendment to any written agreement related thereto) in connection with the Acquisition, including to provide that part of the purchase price shall be payable pursuant to other forms of consideration, including debt or equity interests;
(C) extending the period in which Target shareholders may accept the terms of the Scheme or Offer;
(D) with the consent of the Majority Lenders (not to be unreasonably withheld or delayed); or
(E) with respect to any amendment or waiver of a condition to the Acquisition which the Company reasonably considers that it would not be entitled, in accordance with Rule 13.5(a) of the City Code, to invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn.
Acquisition Undertakings. (a) Subject to any confidentiality, regulatory, legal or other restrictions relating to the supply of such information and the terms of the Co-operation Agreement, the Company will keep the Agent informed as to any material developments in relation to the Acquisition and, in particular, will
(i) deliver to the Agent copies of any Scheme Document, any Offer Document, any receiving agent letter, all other material announcements and documents published or delivered pursuant to the Scheme or any Offer (other than the cash confirmation) and all material legally binding agreements entered into by the Company in connection with a Scheme or Offer, in each case not already delivered to the Agent; and
(ii) if the Acquisition proceeds by way of Offer:
(A) from time to time give the Agent reasonable details as to the current level of acceptances for any Offer; and
(B) only proceed with the Offer if the Offer is not treated as hostile and actively resisted by the board of the Target.
(b) The Company shall not waive or amend or fail to invoke any term or condition (being a condition contained in Part A of Appendix I of the Rule 2.7 Announcement) relating to the Acquisition as set out in the Rule 2.7 Announcement where it would be materially adverse to the interests of the Additional Facility Lenders under the Finance Documents, it being acknowledged and agreed that an increase in the amount of cash consideration payable per share or an amendment or waiver of any of the conditions (being a condition contained in Part A of Appendix I of the Rule 2.7 Announcement) attaching to the Scheme or Offer, shall be deemed materially adverse under this paragraph (b), unless such amendment, waiver or failure:
(i) is otherwise agreed by the Additional Facility Majority Lenders in relation to Facility B2;
(ii) constitutes an amendment or change to the recommendation of the Acquisition by the board of the Target (including the absence of any such recommendation in the Scheme Documents or Offer Documents (as applicable) to the extent that the directors of the Target consider that to make such a recommendation would breach their fiduciary duties);
(iii) (subject to the requirements of the Takeover Code) extends the period in which the holders of the Target Shares or the Court may, as the case may be, vote on, accept or consider the terms of the Scheme or Offer (as applicable) provided that such extension would not cause the settlement date for the Scheme or the Offer to fall after the Lon...
