Mandatory Offers. (a) Within 60 days after any Change of Control Trigger Date, or within 10 Business Days after any Asset Sale Trigger Date, Citicasters shall mail a notice to each Holder (with a copy to the Trustee) containing all instructions and materials necessary to enable such Holders to tender Citicasters Securities pursuant to the Offer and stating:
(1) that an Offer is being made pursuant to a Change of Control Offer or pursuant to the definition of Citicasters Securities Asset Sale Offer, as the case may be, the length of time the Offer shall remain open, and the maximum aggregate principal amount of Citicasters Securities that Citicasters is required to purchase pursuant to such Offer (2) the purchase price for the Citicasters Securities, the amount of accrued and unpaid interest on such Citicasters Securities as of the purchase date, and the purchase date (which shall be no earlier than 30 days nor later than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that any Note not tendered will continue to accrue interest if interest is then accruing; (4) that, unless Citicasters fails to deposit with the Paying Agent on the Purchase Date an amount sufficient to purchase all Citicasters Securities accepted for payment, interest shall cease to accrue on such Citicasters Securities after the Purchase Date; (5) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with a form entitled "Option of Holder to Elect Pur- Annex - 25 chase" completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Purchase Date, PROVIDED that Holders electing to tender only a portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (6) that Holders will be entitled to withdraw their election to tender Citicasters Securities if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Citicasters Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that Holders whose Citicasters Securities are accepted for payment in part will be issued new Citicasters Securities equal in principal amount to the unpurchased portion of Citicasters Securities surrendered, PROVIDED that on...
Mandatory Offers. (a) Within 30 days after any Change of Control or any Asset Sale Trigger Date, the Company shall mail a notice to each Holder stating a number of items as set forth in Sections 4.13 (with respect to Change of Control Offers) or 4.14 (with respect to Asset Sale Offers) of the Indenture.
(b) Holders may tender all or, subject to Section 8 below, any portion of their Notes in an Offer by completing the form below entitled "OPTION OF HOLDER TO ELECT PURCHASE."
(c) Promptly after consummation of an Offer, (i) the Paying Agent shall mail to each Holder of Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such Notes, (ii) with respect to any tendered Note not accepted for payment in whole or in part, the Trustee shall return such Note to the Holder thereof, and (iii) with respect to any Note accepted for payment in part, the Trustee shall authenticate and mail to each such Holder a new Note equal in principal amount to the unpurchased portion of the tendered Note.
(d) The Company will (i) announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with the applicable tender offer rules, including the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and all other applicable securities laws and regulations in connection with any Offer.
Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the Trustee (who shall mail to each Holder at the Company's expense) a notice stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as the case may be, and describing the transaction or transactions that constitute the change of control or Asset Sale, as the case may be, and the length of time the Offer shall remain open and the maximum aggregate principal amount of Notes that the Company is offering to purchase pursuant to such Offer; (2) the purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case may be), the amount (if any) of accrued and unpaid interest on such Notes as of the Purchase Date, and the Purchase Date; (3) that any Note not accepted for payment will continue to accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer will cease to accrue interest after the relevant Purchase Date; (5) that Holders may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a principal amount of $1,000 or an integral multiple thereof; (6) that Holders electing to tender any Note or portion thereof will be required to surrender their Note, with the form therein entitled "Option of Holder to Elect Purchase" completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days prior to the Purchase Date; (7) that Holders will be entitled to withdraw their election to tender Notes if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the last day of the relevant Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; and (8) that Holders whose Notes are accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered, provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be accepted for payment in part.
(b) On the Purchase Date for any Offer, the Company will (i) to the extent lawful, (x) in the case of an ...
Mandatory Offers. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require that the Company repurchase such Holder’s Notes, in whole or in part in integral multiples of $1,000 in principal amount, for a cash purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest (including Additional Interest, if any), if any, to the date of repurchase, as provided in, and subject to the terms of, the Indenture.
(b) The Company is, subject to certain conditions, obligated to make an offer to purchase Notes at 100% of their principal amount, plus accrued and unpaid interest (including Additional Interest, if any), if any, thereon to the date of repurchase with certain of the Net Available Proceeds of Asset Sales in accordance with the Indenture.
Mandatory Offers. If the Framework Agreement has only been awarded to one contractor, or awarding contracts are issued on the basis of a fixed ranking system in the event of parallel framework agreements, the Contractor shall deliver pursuant to the Customer's awarding contracts under the Framework Agreement. If the Customer has concluded parallel framework agreements with more than one contractor, and a mini-competition shall be conducted between the contractors in connection with an individual awarding contract, the Contractor shall submit an offer in the mini-competition, to the extent that this is stipulated in Appendix 2.
Mandatory Offers. (a) Within 10 days after any Change of Control Trigger Date, any Repayment Trigger Date or any Excess Proceeds Date, the Company shall mail a notice to each Holder stating a number of items as set forth in Section 6.7 of the Agreement.
(b) Holders may tender all or, subject to Section 8 below, any portion of their New Notes in an Offer by completing the form below entitled "OPTION OF HOLDER TO ELECT PURCHASE."
(c) Promptly after consummation of an Offer, (i) the Company shall mail to each Holder of New Notes or portions thereof accepted for payment an amount equal to the purchase price for, plus any accrued and unpaid interest on, such New Notes, (ii) with respect to any tendered New Note not accepted for payment in whole or in part, the Company shall return such New Note to the Holder thereof, and (iii) with respect to any New Note accepted for payment in part, the Company shall authenticate and mail to each such Holder a new New Note equal in principal amount to the unpurchased portion of the tendered New Note.
(d) The Company will (i) publicly announce the results of the Offer to Holders on or as soon as practicable after the Purchase Date, and (ii) comply with Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations to the extent applicable to any Offer.
Mandatory Offers. (a) Within 30 days after any Change of Control Trigger Date or Asset Sale Trigger Date, the Company shall mail a notice to each Holder stating certain details as set forth in
Mandatory Offers. 16.1 Any Person who, individually or together with any of its Affiliates or any other members of a “group”, within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended (a “Section 13(d) Group”) of which it is a part, directly or indirectly, in any manner, acquires Beneficial Ownership of any Common Shares or Convertible Preferred Shares (including, without limitation, through the acquisition of ownership or control of another Member or a Controlling Person of another Member or through the direct or indirect acquisition of derivative securities) which, taken together with Common Shares or Convertible Preferred Shares already Beneficially Owned by it or any of its Affiliates or its Section 13(d) Group, in any manner, carry 50 per cent. or more of the voting rights of the Company (the “Limit”), shall, within 30 days of acquiring such shares, make a general offer to all holders of Common Shares (including any Common Shares issued on the conversion of Convertible Preferred Shares during the offer period) and Convertible Preferred Shares to purchase their shares complying with Bye-law 16.
Mandatory Offers. 16.1 Any Person who, individually or together with any of its Affiliates or any other members of a “group”, within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended (a “Section 13(d) Group”) of which it is a part, directly or indirectly, in any manner, acquires Beneficial Ownership of any Common Shares or Convertible Preferred Shares (including, without limitation, through the acquisition of ownership or control of another Member or a Controlling Person of another Member or through the direct or indirect acquisition of derivative securities) which, taken together with Common Shares or Convertible Preferred Shares already Beneficially Owned by it or any of its Affiliates or its Section 13(d) Group, in any manner, carry 50 per cent or more of the voting rights of the Company (the “Limit”), shall, within 30 days of acquiring such shares, make a general offer to all holders of Common Shares (including any Common Shares issued on the conversion of Convertible Preferred Shares during the offer period) and Convertible Preferred Shares. For the purposes of this Bye-law 16.1, none of a Nominating Shareholder and its Permitted Transferees shall be deemed to form a Section 13(d) Group with any other Nominating Shareholder or any of its Permitted Transferees, nor shall a party to the Shareholders Agreement be deemed to form part of a Section 13(d) Group with any other party to the Shareholders Agreement solely by virtue of any such party’s rights and obligations under the Shareholders Agreement.
16.2 Where any Person breaches the Limit and does not make an offer as required by Bye-law 16.1, that Person is in breach of these Bye-laws.
16.3 The Supervisory Board may do all or any of the following where it has reason to believe that the Limit is or may be breached:
(a) require any Member or Person appearing or purporting to be interested in any shares of the Company to provide such information as the Supervisory Board considers appropriate to determine any of the matters under this Bye-law 16;
(b) have regard to such public filings as it considers appropriate to determine any of the matters under this Bye-law 16;
(c) make such determinations under this Bye-law 16 as it thinks fit, either after calling for submissions from affected Members or other Persons or without calling for such submissions;
(d) determine that the voting rights attached to all shares held by such Persons, or in which such Persons are or may be interested...
Mandatory Offers. Rules in Hong Kong relating to takeovers and changes in control of public companies in Hong Kong are embodied in the Hong Kong Code on Takeovers and Mergers (the "Takeover Code") which is issued by the Hong Kong Securities and Futures Commission in consultation with the Takeovers and Mergers Panel. The Takeover Code provides that if (a) any holder of Shares or Receipts who, alone or together with any other person, acquires beneficial ownership or control of Shares in an acquisition which increases the voting rights of such holder alone or together with such person to above 35% or (b) any holder who, alone or together with any other person, beneficially owns or controls Shares that carry 35% or more of the voting rights but not more than 50% of the voting rights of all shareholders of the Company, acquires an additional 5% of such voting rights in any period of 12 months, then, in either such case, the holder or, as the case may be, together with such other person, is required to make an offer to the shareholders of the Company for the balance of the Shares outstanding.
