DEALINGS AND UNDERTAKINGS Sample Clauses

DEALINGS AND UNDERTAKINGS. I undertake to Bidco and the Company that (other than in connection with the Scheme) before this Undertaking lapses in accordance with paragraph 9.1 below, I shall not (and shall procure that the registered holder shall not): sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of (or permit any such action to occur in respect of) any interest in any Company Shares or any other shares in the Company issued or unconditionally allotted to, or otherwise acquired by, me or any shares in the capital of the Company in respect of which I become the registered holder or beneficial owner, before then (“Further Company Shares”); or vote in favour of any resolution to approve an acquisition or any other transaction which is proposed by any person other than Bidco or which would otherwise hinder or impede the implementation of the Scheme; or accept, or give any undertaking in each case in my capacity as a shareholder (whether conditional or unconditional) to accept any offer, or approve any offer made or proposed to be implemented by way of a contractual offer, scheme of arrangement or otherwise in respect of securities in the Company by any person other than Bidco which might reasonably be expected to frustrate the Offer; or except as a result of any Options being exercised or vesting, until the earlier of (i) this Undertaking lapsing in accordance with paragraph 9, or (ii) the Scheme being approved by the court, acquire or otherwise deal or undertake any dealing in any relevant securities of the Company (or any interest therein) unless the Panel determines and confirms to you that in respect of such acquisition or dealing, I am not acting in concert with you pursuant to Note 9 to the definition of “Acting in concert” set out in the Code; or enter into any agreement or arrangement, incur any obligation or give any indication of intent (or permit such circumstances to occur): to do all or any of the acts referred to in paragraphs 3.1.1 to 3.1.4 (inclusive) above; or which, in relation to the Company Shares or any Further Company Shares, would or might reasonably be expected to restrict or impede me accepting the Offer or voting in favour of the Scheme (as applicable), and for the avoidance of doubt, references in this paragraph 3.1.5 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon ...
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DEALINGS AND UNDERTAKINGS. I undertake to Bidco and St. Modwen that (other than in connection with the Scheme) before this Undertaking lapses in accordance with paragraph 10.1 below, I shall not (and shall procure that the registered holder shall not):
DEALINGS AND UNDERTAKINGS. 2.1 As of the date hereof, the undersigned has not accepted any offer to directly or indirectly dispose of all or any of the Shares and shall not, at any time before the EGM (as defined below) is held, directly or indirectly sell, transfer, charge, encumber, grant any option or lien over or otherwise dispose of or deal in (or permit any such action to occur in respect of) any or all of Shares or any interest in them.
DEALINGS AND UNDERTAKINGS. I irrevocably undertake to Connells and Countrywide that (other than in connection with the Scheme or Acquisition) before this Undertaking lapses in accordance with paragraph 9.1 below, I shall not and, if relevant, shall procure that the registered holder shall not:
DEALINGS AND UNDERTAKINGS. 4.1 The Shareholder represents and warrants that neither he nor any of his Connected Persons has accepted any offer to dispose of any Committed Shares and undertakes to Bidco that before the Offer closes, lapses or is withdrawn (whichever is the earlier), he shall not (and shall procure that his Connected Persons shall not):
DEALINGS AND UNDERTAKINGS. I irrevocably and unconditionally undertake to Bidco and KAZ Minerals, subject to paragraph 2 above, that (other than in connection with the Acquisition) before this Undertaking terminates and lapses in accordance with paragraph 10.1 below, I shall not (and shall procure that the registered holder shall not):

Related to DEALINGS AND UNDERTAKINGS

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 6 is signed and as of the Effective Date of this Contract Amendment No. 6:

  • Entire Understanding This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

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