Common use of Changes to Offer Clause in Contracts

Changes to Offer. The Offeror shall not, without the prior written consent of the Shareholder: (i) increase the Minimum Condition described in Schedule 2.1 – Terms and Conditions of the Offer; (ii) decrease the consideration per Share; (iii) change the form of consideration payable under the Offer (other than to increase the total consideration and/or add additional consideration or consideration alternatives); (iv) decrease the number of Shares in respect of which the Offer is made, or (v) impose additional conditions to the Offer or otherwise materially vary the Offer (or any terms or conditions thereof) in either case, in a manner which is materially adverse to the Shareholder.

Appears in 16 contracts

Samples: Lock Up Agreement (Peru Copper Inc.), Lock Up Agreement (Peru Copper Inc.), Lock Up Agreement (Peru Copper Inc.)

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Changes to Offer. The Offeror shall not, without the prior written consent of the Shareholder: (i) increase the Minimum Condition described in Schedule 2.1 Terms and Conditions of the Offer; (ii) decrease the consideration per Share; (iii) change the form of consideration payable under the Offer (other than to increase the total consideration and/or add additional consideration or consideration alternatives); (iv) decrease the number of Shares in respect of which the Offer is made, or (v) impose additional conditions to the Offer or otherwise materially vary the Offer (or any terms or conditions thereof) in either case, in a manner which is materially adverse to the Shareholder.

Appears in 4 contracts

Samples: Lock Up Agreement (Aluminum Corp of China), Lock Up Agreement (Aluminum Corp of China), Lock Up Agreement (Aluminum Corp of China)

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Changes to Offer. The Offeror shall not, without the prior written consent of the Shareholder, amend the Support Agreement or the Offer to: (i) increase vary or waive the Minimum Condition described in Schedule 2.1 – Terms and Conditions of the OfferCondition; (ii) decrease the consideration per Share; (iii) change the form of consideration payable under the Offer (other than to increase the total consideration and/or add additional consideration consideration, whether in the form of cash or consideration alternativessecurities of the Parent or otherwise); (iv) decrease the number of Shares in respect of which the Offer is made, or ; (v) impose additional conditions to the Offer or Offer; (vi) otherwise materially vary the Offer (or any terms or conditions thereof) in either case, in a manner which is materially adverse to the Shareholder; or (vii) extend the period of time for mailing the Notice of Variation, except as contemplated in Section 2.1(c) of the Support Agreement.

Appears in 3 contracts

Samples: Shareholder Support Agreement (AnorMED Inc.), Shareholder Support Agreement (Genzyme Corp), Shareholder Support Agreement (Genzyme Corp)

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