Mandatory Tender Offer Clause Samples
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Mandatory Tender Offer. 4.1 With entering into this Agreement Shareholder 2 obtains control over the Company in the meaning of the German Securities Acquisition and Takeover Act (WpÜG) and is obliged to make a mandatory tender offer to the shareholders of the Company ("MTO"). Shareholder 1 shall not accept the MTO with its Remaining Shares or to take any other commercially equivalent measure action which economically results in sale of the Remaining Shares and acceptance of the MTO.
4.2 Shareholder 1 hereby irrevocably undertakes a Shareholder 2 not to accept the MTO for its Remaining Shares during the acceptance period or, if applicable, to exercise a put right in accordance with section 39c WpÜG ("Lock-up Period").
4.3 Shareholder 1 undertakes to irrevocably and unconditionally instruct its custodian bank not to deliver the Remaining Shares to another custody account or custody sub-account or to a third party during the Lock-up Period or to execute sell orders for the Remaining Shares or otherwise assist the Shareholder in any Transfer.
4.4 In the event that Shareholder 1 submits any Remaining Shares in the MTO, Shareholder 1 shall pay a contractual penalty to Shareholder 2, which is due and payable at the time the offer consideration for the MTO falls due. The amount is equal to the number of Remaining Shares tendered into the MTO in violation of this Clause multiplied by the offer consideration for each share in the MTO. The contractual penalty shall be offset against the claim to the offer consideration for each Remaining Share submitted in breach of this Clause. The provisions on the contractual penalty shall also apply in the event that the Shareholder sells Remaining Shares to third parties and third parties submit these shares in the MTO.
4.5 Shareholder 1 shall not acquire Shares in an off-exchange transaction or grant a right to the Transfer the Remaining Shares without the prior written consent of Shareholder 2. Shareholder 2 shall grant its consent if the purchase price for the Shares Shareholder 1 wishes to acquire does not exceed the offer price in the MTO. The obligation of Shareholder 1 shall expire twelve months after the announcement of Shareholder 2 about the amount of Shares tendered in the MTO in accordance with sec. 23 para. 1 no. 2 WpÜG.
Mandatory Tender Offer. Unless Buyer receives an exemption therefrom, Buyer shall (a) timely file, make and complete a public or, if specifically authorized by the CVM in writing, private tender offer to all of the shareholders of Millennium Inorganic Chemicals do Brasil S.A. (other than an affiliate of Sellers) in compliance with all terms and conditions set forth in Section 254-A of the Brazilian Corporations Law (Law No. 6.404, of December 15, 1976, as amended), the applicable rules issued by CVM and the bylaws of Millennium Inorganic Chemicals do Brasil S.A. (“Mandatory Tender Offer”), and (b) timely comply with all additional requirements (including disclosure requirements) imposed by any Law to which Millennium Inorganic Chemicals do Brasil S.A. is subject and all additional requirements that may be imposed by CVM, by any Governmental Authority or by the competent stock exchange market as a result of the transactions set forth in this Agreement. The parties to this Agreement agree that the filing, completion and outcome of the Mandatory Tender Offer shall be entirely for the risk and account of Buyer, and that Sellers will not in any way be held liable to Buyer in connection thereto. All costs and expenses incurred in connection with the Mandatory Tender Offer, including all costs and expenses associated with the preparation or submission of any documentation required for the Mandatory Tender Offer will be borne by Buyer.
Mandatory Tender Offer. As soon as practicable after the Closing Date, the Offeror shall, subject to the applicable rules, regulations and procedures, make a mandatory tender offer if required by the SMA and take other necessary action under Finnish Law and any US securities laws or regulations to acquire all the remaining issued and outstanding Company Shares and Company Options.
Mandatory Tender Offer. The Purchaser acknowledges that the Closing, if consummated as per the terms and conditions set forth in this Agreement, will trigger an obligation of the Purchaser (or the Designee) to launch a Mandatory Tender Offer, as mentioned under Recital (I) above. The Parties agree that it is Purchaser’s exclusive responsibility to ensure compliance (directly or through the Designee) with all provisions of the Italian Securities Regulations that apply to the offeror in the context of the Mandatory Tender Offer. Without prejudice to Sections 7.1 and 9.1 above, the Sellers will not be liable for any obligation or Loss suffered by the Purchaser in connection with the launch of the Mandatory Tender Offer or the determination of the price thereof, except in case a breach of any such obligation or the Loss suffered by the Purchaser is the result of Sellers’ actions, omissions or representations.
Mandatory Tender Offer. Not later than 30 days prior to the fifth anniversary of the closing date of the Trust’s initial public offering, the Trust shall commence a cash tender offer for any and all of the Common Shares at a price per Common Share determined by the Trustees and expressed as percentage (but not less than 95%) of the net asset value per Common Share mostly recently determined as of the close of business on the last Business Day prior to the date the Trust purchases such Common Shares pursuant to such tender offer. The Trust shall complete the purchase of all Common Shares properly tendered and not withdrawn in accordance with the terms of such tender offer as soon as practicable following the expiration of such tender offer; provided, however, that the obligation of the Trust to purchase such Common Shares and make payment therefor shall be subject to the Trust having redeemed such number of preferred shares as shall enable the Trust to have Asset Coverage immediately after giving effect to the purchase of Common Shares pursuant to such tender offer. If at least a majority of the Common Shares are purchased by the Trust in accordance with the tender offer commenced pursuant to this Section 7.7, then the Trustees may, within three months after the fifth anniversary of the closing date of the Trust’s initial public offering, dissolve the Trust in accordance with Section 7.2 without any approval by the Shares. This Section 7.7 may be amended to remove this Section 7.7 or to delay the commencement of the tender offer only upon the affirmative vote of a majority of the Trustees then in office and the affirmative vote set forth in Section 6.4(b)(ii). Any other amendment to this Section 7.7 may be made only upon the affirmative vote of a majority of the Trustees then in office and the affirmative vote of the holders of not less than 75% of the Shares, voting together as a single class, and voting separately as separate classes or series to the extent required by the 1940 Act, this Declaration, the By-Laws or the terms of any other class or series of Shares outstanding.