Conduct of the Offer. (a) Provided that each of the conditions set forth in clauses "(b)," "(c)," "
(e) and "
(f) of Annex II are satisfied as of the commencement of the Offer, Parent shall cause Acquisition Sub to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as practicable after the date of this Agreement, and in any event (provided that the Company has fulfilled its obligation to provide information to Parent and Acquisition Sub on a timely basis as contemplated by Section 1.1(d)) Parent shall use reasonable efforts to cause Acquisition Sub to commence the Offer within ten business days after the date of this Agreement.
(b) The obligation of Acquisition Sub to accept for payment and to pay for any shares of Company Common Stock validly tendered pursuant to the Offer shall be subject to (i) the condition that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock that, together with any shares of Company Common Stock owned by Parent or any wholly-owned Subsidiary of Parent immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents more than fifty (50) percent of the Adjusted Outstanding Share Number (the "Minimum Condition") and (ii) the other conditions set forth in Annex II. (The Minimum Condition and the other conditions set forth in Annex II are referred to collectively in this Agreement as the "Offer Conditions.") Acquisition Sub expressly reserves the right, in its sole discretion, to increase the Offer Price and to waive or make any other changes to the terms and conditions of the Offer; PROVIDED, HOWEVER, that without the prior written consent of the Company: (i) the Minimum Condition may not be amended or waived; and (ii) no change may be made to the Offer that (A) changes the form of consideration to be paid pursuant to the Offer, (B) decreases the Offer Price or the number of shares of Company Common Stock sought to be purchased in the Offer, (C) imposes conditions to the Offer in addition to the Offer Conditions, (D) except as provided in Section 1.1(c), extends the expiration date of the Offer beyond the initial expiration date of the Offer or (E) amends any other term of the Offer in a manner adverse to the holders of Company Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Parent shall cause Acquisition Sub to, and Acquisition Sub shall, accept for payment all shares of Company Common Stock...
Conduct of the Offer. (a) Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than twelve (12) Business Days from the date of this Agreement); provided, however, that Merger Subsidiary shall not be required to commence the Offer if: (i) any of the conditions set forth in clauses (a), (b) (excluding clauses (b)(iii) and (b)(iv)), (c)(i), (d), (e), (g), (h), (i) and (j) of Exhibit B shall not be satisfied; or (ii) the Company shall not be prepared to file immediately with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”).
(b) The obligation of Merger Subsidiary to accept for payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject to the satisfaction or (if permitted) waiver of: (i) the condition (the “Minimum Condition”) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that, together with any shares of Company Common Stock owned by Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Acceptance Time, represents no less than 66 2/3% of the Adjusted Outstanding Share Number; and (ii) the other conditions set forth in Exhibit B (the Minimum Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (B) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of any Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock for which, as of immediately prior to the Acceptance Time, (x) a valid election has been made or notice has been...
Conduct of the Offer. The Borrower or Bidco shall ensure that the Offer Press Release, the Offer Document, all other documents issued by it or on its behalf in connection with the Offer and the conduct of the Offer comply in all material respects with all applicable laws and regulations (including the requirements of the City Code) and that as and when necessary all material consents from all governmental and other regulatory authorities required in connection with the Offer are obtained, maintained and/or renewed as appropriate and that all of its material obligations in connection with the Offer are performed in all material respects.
Conduct of the Offer. 2.1 The Parties shall agree and implement a strategy for making the Offer.
2.2 The Parties shall, prior to release of an announcement under Rule 2.7 of the Code (the “2.7 Announcement”), incorporate Bidco (and those JVCos which are required prior to the 2.7 Announcement) for the purpose of the proposed Offer and shall as required agree in good faith any further matters in relation to the JVCos, including the timing of their incorporation to the extent not incorporated prior to the 2.7 Announcement, their ownership structure, to obtain a mutually acceptable and beneficial structure for the Offer, and for holding any shares in Target acquired by Bidco pursuant to the Offer, in each case as contemplated by the Structure Paper. All JVCos are and shall continue to be until the Effective Date, unless otherwise agreed in writing by the Parties, owned (directly or indirectly) by the Parties in the Relevant Proportions.
2.3 Subject always to the provisions of Clause 8, the Parties agree to work together in good faith towards reaching unanimous agreement on:
2.3.1 the pricing and other offer terms including the manner of announcement and implementation of the Offer (and any pricing strategy or revisions relating thereto);
2.3.2 the manner and timing of all discussions with Target, its management and any of its shareholders or other stakeholders;
2.3.3 the general conduct of the Offer;
2.3.4 the structure of the Offer and finalising the Structure Paper (it being acknowledged that a Party will take all reasonable steps to accommodate the other Party’s structuring requirements in respect of ERISA);
2.3.5 the incorporation of EquityCo and any JVCo and the corporate governance arrangements of such entities, including the board composition of any such entity, in particular appointing one or more persons from each Party to facilitate and take responsibility under the Code (together with such other persons as may take responsibility under Code) for each Party as may be agreed with the Panel prior to the 2.7 Announcement;
2.3.6 the definitive documentation required to implement the Offer (the “Offer Documentation”), including:
(a) an offer letter to be presented to the board of Target;
(b) a shareholders’ agreement relating to EquityCo (the “Shareholders’ Agreement”) and articles of association or other constitutional documents of EquityCo and its subsidiaries, the terms of which shall be consistent with the Term Sheet;
(c) the public documentation necessary or desirable...
Conduct of the Offer. If an Offer Conversion has occurred:
Conduct of the Offer. Ensure that the Offer Press Release, the Offer Document, all other documents issued by it or on its behalf in connection with the Offer and the conduct of the Offer comply in all material respects with all applicable laws and regulations (including the requirements of the City Code), use commercially reasonable efforts to obtain, maintain and renew, as and when necessary, all material consents from all governmental and other regulatory authorities required in connection with the Offer and ensure that all of its material obligations in connection with the Offer are performed in all material respects, it being understood that the Borrower shall not be obligated to consummate the Acquisition.
Conduct of the Offer. Each Obligor shall, except with the prior consent of all the Lenders:
(a) ensure that the Press Release provided to the Facility Agent pursuant to Part I of Schedule 2 (Conditions precedent) contains all the material terms and conditions of the Offer and the Transaction at that time;
(b) ensure that the Offer Related Documents are substantially on the terms set out in the Press Release (save as permitted pursuant to paragraph (g) of Clause 20.16 (Conduct of the Offer);
(c) promptly supply to the Facility Agent copies of the Offer Document and all material documents, notices or announcements received or issued by it (or on its behalf) in relation to the Offer, the Squeeze-out, the Sell-out and the Transaction;
(d) comply with all applicable laws and regulations relevant to the Offer, the Squeeze-out, the Sell-out and the Transaction;
Conduct of the Offer. Except with the prior consent of all of the Mandated Lead Arrangers, the Company shall not waive, amend or otherwise vary any of the Reserved Offer Conditions.
Conduct of the Offer. (a) The Company must ensure that BidCo does not waive or amend any condition of the Offer without the consent of the Majority Lenders if such waiver or amendment could reasonably be expected to be materially prejudicial to the interests of the Finance Parties.
(b) If the Company becomes aware of any event which, if not waived, would result in the lapse of the Offer or the Offer conditions becoming unable to be fulfilled, the Company must promptly notify the Facility Agent. If the Majority Lenders inform the Company that, in their opinion, the event could reasonably be expected to materially prejudice the Finance Parties, the Company must ensure that BidCo does not waive that condition or treat it as fulfilled and must declare that the Offer has lapsed at the earliest opportunity.
(c) Paragraphs (a) and (b) above do not override any restrictions in Clauses 4.8 (Increase in Share Price) or Clause 4.9 (Level of Acceptances). Clause 4.8 (Increase in Share Price) and Clause 4.9 (Level of Acceptances) override any restriction in paragraphs (a) and (b) above.
(d) The Company shall procure that, until the Term Loan Term Date, BidCo utilises any amounts borrowed by BidCo from the Company under the BidCo Loan Agreement exclusively in or towards the payment of the purchase price for Shares or related costs.
Conduct of the Offer. (a) The parties will work together to implement the Offer and to formulate the negotiation strategy regarding the Offer.
(b) Bidco and Holdco will ensure representatives of Peabody and AM will have the opportunity to:
(1) participate in material meetings with MCC and MCC’s major shareholders; and
(2) access any due diligence information provided by MCC, in each case, subject to appropriate confidentiality arrangements being in place.
(c) Each party will provide regular updates to the other parties on any material developments in relation to:
(1) any discussions and negotiations with MCC and MCC’s major shareholders; and
(2) the progress of the Offer generally.
(d) Except to the extent otherwise provided for, or otherwise contemplated in, this agreement, the parties will be jointly responsible for the conduct of the Takeover Bid and for making all material decisions in relation to the Offer.