Mandatory Offer. Each FH Shareholder, individually or in concert with any other Person (including the Company), shall not, and shall cause its Affiliates (including the Company) and any Group of which any FH Shareholder is a member not to, directly or indirectly, acquire, offer to acquire or agree to acquire (including from the Company) Beneficial Ownership of any share of Common Stock (including as a result of any share repurchase by the Company) if, following the consummation of such transaction, the FH Shareholders together with such other Person would Beneficially Own, in the aggregate, more than 66.7% of the Common Stock, except (x) in accordance with the following provisions of this Section 2.02 or (y) for acquisitions of any shares of Common Stock pursuant to a share repurchase program so long as such share repurchase program was entered into by the Company with the prior approval of the Conflicts Committee. If any Person (an “Acquiring Stockholder”) proposes to acquire Beneficial Ownership of any share of Common Stock in a manner that would otherwise violate the immediately preceding sentence (the “Proposed Acquisition”), the consummation of such Proposed Acquisition will not violate the immediately preceding sentence if, and only if, (a) the Acquiring Stockholder offers to acquire all of the then-outstanding Common Stock at the same price, in the same form and on the same terms and conditions as the Proposed Acquisition (the “Proposed Purchase Offer”) and (b) such Proposed Acquisition is adopted and recommended by the Conflicts Committee and the Board of Directors; provided, that, notwithstanding the foregoing clause (b), if the Proposed Acquisition is presented to and rejected by the Conflicts Committee, the Proposed Acquisition may, at the discretion of the Board of Directors, be submitted for acceptance or approval by holders of a majority of the Common Stock held by Public Shareholders in lieu of adoption and recommendation by the Conflicts Committee so long as, simultaneously with the Board of Directors’ submission, the Company publicly discloses, in form and substance acceptable to the Conflicts Committee, the decision of the Conflicts Committee to reject such Proposed Acquisition and the Conflicts Committee’s reasons therefor; provided, further, that, if there is a choice as to the form of consideration, then each Public Shareholder shall have the same choice as the FH Shareholders and any other member of any Group of which any FH Shareholder is a member; p...
Mandatory Offer. The Company must ensure that no member of the Group is obliged to make a mandatory offer for all or any Shares in any jurisdiction.
Mandatory Offer. If ARMI purchases any Controlled Shares from Clidet, pursuant to clause 10 above, and if the purchase is an ‘affected transaction’ for the purposes of the Code, ARMI undertakes to Harmony and Clidet that, unless exempted under the Code, it will make a mandatory offer to the other shareholders of Avmin, including Clidet in respect of any of its remaining Controlled Shares, subject to and in accordance with the requirements of the Code.
Mandatory Offer. (a) If a single Financier (the "Purchaser") together with its Affiliates, Related Funds and persons acting in concert with such Purchaser acquires, or makes an offer to any other Financier(s) to acquire, more than fifty percent (50%) of the Total Commitments (including for the avoidance of doubt pursuant to a sub- participation agreement or similar arrangement) (the "Control Trigger"), the Purchaser must (subject to clause 11(g)) make an offer to all other Financiers under the HoldCo Facilities to acquire the remaining Total Commitments in full within thirty (30) Business Days of the date of the Control Trigger or as soon as reasonably practicable thereafter if there is a requirement to appoint an Independent Expert in accordance with clause 11(c) (a "Mandatory Offer").
Mandatory Offer. If an Operative Event (as hereinafter defined) shall occur, the Purchaser shall have the right to demand that the Company prepay all of the Notes, subject to the proviso in Section 7.2(b)(iii) below, then held by the Purchaser by giving written notice to such effect to the Company not later than 20 days after the first to occur of the following: (i) receipt by the Purchaser from the Company of written notice of the occurrence of such Operative Event, or (ii) the date on which the Purchaser otherwise obtained actual knowledge of such Operative Event. The Company shall prepay such Notes on a date specified to the Purchaser by written notice from the Company given not less than 20 days prior to the prepayment date so specified (which date shall not be earlier than 40 nor later than 90 days after the date demand for prepayment was made by such holder) and such prepayment shall be at a price equal to the aggregate principal amount of the Notes outstanding, together with interest thereon to the date of such prepayment.
Mandatory Offer. Either Major Shareholder (the “Offeror”) may give written notice (the “Mandatory Offer”) to the other Major Shareholder (the “Offeree”), stating that the Offeror offers unconditionally at the option of the Offeree both: (a) to purchase all of the Shares of the Offeree, and (b) to sell all of the Shares of the Offeror to the Offeree, in each case with the same purchase price specified per Share.
Mandatory Offer. (a) To the extent required under Law Nbr. 26,831 or any other applicable Law, the Purchaser shall, not more than five (5) Business Days or less than two (2) Business Days prior to Closing, promote a mandatory tender offer (“OPA”) to acquire the remaining shares of Nortel and TEO that are subject to the OPA, by filing the required documentation with the Comision Nacional de Valores and/or any appropriate Governmental Entity. The Purchaser covenants and agrees in connection with the OPA that it (i) will fully comply with Law Nbr. 26,831 or any other applicable Law including any applicable rules and regulations promulgated by the SEC in the conduct of the OPA, (ii) make such filings (if any) with the SEC, and furnish such information, as are required prior to the Closing in connection with the OPA in accordance with applicable Law and the rules of each stock exchange on which the securities of any TEO Companies are listed and (iii) will carry out all necessary actions to complete the OPA in accordance with its terms and applicable Laws, rules and regulations. The Purchaser acknowledges that the Sellers have not been and will not be involved in any action or decision involving the making of the OPA or with respect to the terms (including the determination of any purchase or offer price) or conduct of the OPA, and that this Sale has not be entered into by the Sellers in connection therewith or contemplation thereof.
Mandatory Offer. If either Member (“Offeror”) desires to Transfer all or any part of its Interest to a third party other than (subject to Section 12.3) a Permitted Transferee, the Offeror shall first offer in writing to sell such Interest (the “Subject Interest”) to the other Member (“Offeree”) on the same terms and conditions as offered to the third party. Such written offer to Offeree shall include a statement of intention to Transfer, the name and address of the prospective transferee, the portion of the Offeror’s Interest in the Company involved, the purchase price and all of the terms and conditions of the Transfer.
Mandatory Offer. If a Financier or group of Financiers who are party to a formal cooperation, control, or similar agreement (other than, for the avoidance of doubt, the Holdco Finance Documents or the Opco Finance Documents) (such Financier or group of Financiers, the “Acquirer”) acquires or offers to acquire over 50% of the total amount of commitments under the Holdco Facilities (a “Control Trigger”), the Acquirer shall offer to acquire the commitments of each other Holdco Financier in full (a “Mandatory Offer”). For the avoidance of doubt, no Holdco Financier shall be required to accept a Mandatory Offer. The consideration payable under the Mandatory Offer shall be: (i) equal to the highest consideration; (ii) in the same form; and (iii) subject to the same payment terms, as offered by the Acquirer to any Financier at the time of the Control Trigger or (if higher) during the preceding 12 months. If no such terms are available (for example, because the Control Trigger results from one or more Financiers entering into a cooperation, control, or similar agreement), the Mandatory Offer shall be for such amount in cash as an independent investment bank, major international accountancy firm, or other independent expert determines is the fair market value of the Holdco Facilities commitments to be acquired, to be paid promptly following acceptance of the Mandatory Offer.
