Announcement of the Offer Sample Clauses

Announcement of the Offer. 2.4.1 Subject to applicable Law, immediately after the signing of this Agreement, the Company shall issue an ad-hoc release (the "Ad-Hoc Release") in accordance with Section 17 of the MAR, in the form agreed by the Buyer and the Company prior to the execution of this Agreement. A copy of the Ad-Hoc Release is attached hereto as Schedule 3-A. 2.4.2 Immediately after the signing of this Agreement, the Offeror shall notify the relevant stock exchanges and BaFin of its intention to make the Offer and shall publish its decision to launch the Offer (the "Offer Announcement") in accordance with Section 10 para. 1 sentence 1, para. 3 of the German Takeover Act, in the form agreed by the Buyer and the Company prior to the execution of this Agreement. A copy of the Offer Announcement is attached hereto as Schedule 2. 2.4.3 The execution of this Agreement will furthermore be announced immediately following its execution and in any event prior to the opening of the first (1st) trading day on the Frankfurt Stock Exchange or, if earlier, prior to the opening of the first (1st) trading day on the NYSE following the execution of this Agreement by way of a press release issued jointly by the Buyer and the Company (the "Joint Announcement"). A copy of the agreed Joint Announcement is attached hereto as Schedule 3-B. 2.4.4 The Parties will cooperate in ensuring that all filings and notices required under Rule 14d-2(a) and (b) and Rule 14d-9(a) under the Exchange Act, or as otherwise required by the Exchange Act or the NYSE, are timely and properly made and so that the Offer does not commence until the Commencement Date.
Sample 1Sample 2
AutoNDA by SimpleDocs
Announcement of the Offer. Following the execution of this Agreement and the satisfaction of the provisions of Sections 1(b) and 1(d) above, Active Subsea and Trico shall issue a joint press release in the form attached hereto as Annex B (the “Press Release”) announcing the Offer.
Sample 1Sample 2
Announcement of the Offer. To the extent the purchase of Shares in the Offer results in a reduction in the number of stockholders of record, the costs to the Company for services to stockholders will be reduced. Stockholders who determine not to accept the Offer will increase their proportionate interest in the Company's equity, and thus in the Company's future earnings and assets, subject to the Company's right to issue additional Shares and other equity securities in the future. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES AND NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. EACH STOCKHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHICH PRICE OR PRICES. NO DIRECTOR OR OFFICER OF THE COMPANY INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. The Company may in the future purchase additional Shares on the open market, in private transactions, through tender offers or otherwise. See Section
Sample 1Sample 2
Announcement of the Offer. On the date of this Agreement, New Holdco will (i) notify the relevant stock exchanges and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”) of its intention to make the Offer and (ii) publish its decision to launch the Offer (the “Offer Announcement”) in accordance with Section 10 para. 1 sentence 1, para. 3 of the German Takeover Act, which Offer Announcement shall include a description of the Offer Consideration (as defined below) and such further information about the Offer as is deemed to be necessary or beneficial by the parties for further communication with Linde shareholders until the publication of the German Exchange Offer Document (as defined in Section 1.2(d)) has been cleared by BaFin. On the date of this Agreement, Linde and Praxair shall also issue an initial press release pursuant to Section 6.7, and Linde shall issue an ad hoc release in accordance with Art. 17 of Regulation (EU) No 596/2014 of 16 April 2014 on market abuse (“Market Abuse Regulation”), in each case, in the forms agreed by Linde and Praxair prior to the execution of this Agreement.
Sample 1
Announcement of the Offer. On the date of this Agreement, Holdco will (i) notify the relevant stock exchanges and the German Federal Agency for Financial Services Supervision (Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”) of its intention to make the Offer, and (ii) publish its decision to launch the Offer (the “Offer Announcement”) in accordance with Section 10 para. 1 sentence 1, para. 3 of the Takeover Act, which Offer Announcement shall include a description of the Offer Consideration and such further information about the Offer as deemed to be necessary or beneficial by the parties for further communication with shareholders until the Offer has been cleared by BaFin. On the date hereof, Deutsche Börse and NYSE Euronext shall also issue an initial press release pursuant to Section 7.7, and Deutsche Börse shall issue an ad-hoc release in accordance with Section 15 of the German Securities Dealing Act (Wertpapierhandelsgesetz) to the effect that, in the opinion of each of the Deutsche Börse Boards, a strategic business combination between NYSE Euronext and Deutsche Börse is in the best interest of Deutsche Börse and its shareholders, and that therefore each of the Deutsche Börse Boards has determined that, subject to its duties under applicable Law, it will recommend, in its statement on the Offer under Section 27 of the Takeover Act, that the Deutsche Börse shareholders accept the Offer and tender their Deutsche Börse Shares in the Offer. The wording of the Offer Announcement required by this Section 1.1(a) shall be, to the extent reasonably practicable, agreed between NYSE Euronext and Deutsche Börse in advance.
Sample 1
Announcement of the Offer. 1.1 Immediately upon signing this Agreement, the Parties shall announce that Microsoft and certain shareholders of Navision have entered into the Conditional Share Purchase Agreement and that Microsoft shall make the Offer. The announcement shall be made in the form of a stock exchange announcement and a subsequent press release. The stock exchange announcement and the press release are set out in Schedule 1 hereto. The general terms of the Offer are set out in Schedule 2 hereto. The Parties shall coordinate with each other the release of the stock exchange announcements to the relevant stock exchanges. 1.2 Upon publication of the Offer by Microsoft, the Board of Directors of Navision will pursuant to Section 7 in the Executive Order No. 827 of 10 November 1999 (“Order No. 827”) issued by the Danish Securities Council (in Danish: Fondsrådet), issue a statement substantially in the form as set out in Schedule 3 hereto. Navision agrees and acknowledges that Microsoft’s obligation to make the Offer pursuant to Clause 1.1 shall be fulfilled and fully discharged if the Offer is made by means of the Offer Document. 1.3 Microsoft and Navision shall consult with each other before issuing any public statement with respect to the transactions contemplated by this Agreement, and neither Party shall issue any such public statement prior to providing the other Party the opportunity to review, comment upon and concur with and use reasonable best efforts to agree on, any such public statement, and to coordinate the timing of the release of any public statements, except as either Party may determine is required by applicable law, court process or by obligations pursuant to any rules and regulations of any stock exchange. 1.4 The Board of Directors of Navision have unanimously decided to enter into this Agreement and to recommend the Offer to the shareholders of Navision. Such recommendation shall be maintained and shall not be withdrawn or modified in any negative way, except as set out in this Agreement. 1.5 The Parties shall use their best endeavours to further completion of the Offer including the fulfilment of the conditions of the Offer.
Sample 1

Related to Announcement of the Offer

  • Announcement of Offering The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.

  • Announcement COMPANY shall have the right to make public announcements concerning the execution of this Agreement and certain terms thereof.

  • Announcement Event The public announcement by any entity of (x) any transaction or event that, if completed, would constitute a Merger Event or Tender Offer or (y) the intention to enter into a Merger Event or Tender Offer, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that, if consummated, would result in a Merger Event or Tender Offer or (iii) any subsequent public announcement by any entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded. Modified Calculation Agent Adjustment: If, in respect of any Merger Event to which Modified Calculation Agent Adjustment applies, the adjustments to be made in accordance with Section 12.2(e)(i) of the Equity Definitions would result in Company being different from the issuer of the Shares, then with respect to such Merger Event, as a condition precedent to the adjustments contemplated in Section 12.2(e)(i) of the Equity Definitions, Dealer, Company and the issuer of the Shares shall, prior to the related Merger Date, have entered into such documentation containing representations, warranties and agreements relating to securities law and other issues as requested by Dealer that Dealer has determined, in its commercially reasonable discretion, to be reasonably necessary or appropriate to allow Dealer to continue as a party to the Transaction, as adjusted under Section 12.2(e)(i) of the Equity Definitions, and to preserve its commercially reasonable hedging or hedge unwind activities in connection with the Transaction in a manner compliant with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer), and if such conditions are not met or if the Calculation Agent determines that no adjustment that it could make under Section 12.2(e)(i) of the Equity Definitions will produce a commercially reasonable result, then the consequences set forth in Section 12.2(e)(ii) of the Equity Definitions may apply at Dealer’s commercially reasonable discretion. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.

  • Public Announcement Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation.

  • Press Release and Announcements Unless required by Law (in which case each Party agrees to consult with the other Parties prior to any such disclosure as to the form and content of such disclosure), no press releases or other public releases of information related to this Agreement or the Ancillary Agreements or the transactions contemplated this Agreement or the Ancillary Agreements will be issued or released without the consent of Purchaser and Seller.

  • Business Combination Announcement Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the final approval of the Representative, which approval will not be unreasonably withheld.

  • Public Disclosure Unless otherwise required by law, prior to the ----------------- Effective Time, no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement shall be made by any party hereto unless approved by Parent and the Company prior to release, provided that such approval shall not be unreasonably withheld.

  • PRESS ANNOUNCEMENTS The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.

  • No Public Announcement Neither Buyer nor Parent ---------------------- shall, without the approval of the other, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by law, in which case the other party shall be advised and the parties shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or -------- ------- disclosures necessary to implement the provisions of this Agreement or to comply with the accounting and the Securities and Exchange Commission disclosure obligations or the rules of any stock exchange.

  • Announcements 4.1 Neither party will make or permit to be made any announcement or disclosure of its prospective interest in the Bid without the prior written consent of the other party. 4.2 Neither party shall make use of the other party’s name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!