Mandatory Tender Offer Sample Clauses

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.
Sample 1
AutoNDA by SimpleDocs
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 The Trust shall complete the purchase of all Common Shares properly tendered and not withdrawn in accordance with the terms of such tender offer as soon as practicable following the expiration of such tender offer; provided, however, that the obligation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.
Sample 1
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.
Sample 1
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.
Sample 1
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 EXECUTION VERSION 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.
Sample 1

Related to Mandatory Tender Offer

  • Mandatory Redemption; Open Market Purchases The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. The Issuer, the Investors and their respective Affiliates may, at their discretion, at any time and from time to time, acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

  • Withdrawal of Fundamental Change Repurchase Notice A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

  • Mandatory Repurchase 19 SECTION 6.2.

  • Special Mandatory Redemption If the Canopy Investment is not consummated on or prior to April 1, 2019 or prior to such date the Purchase Agreement is terminated without the completion of the Canopy Investment (either of the foregoing, a “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes on the Special Mandatory Redemption Date at a price (the “Special Mandatory Redemption Price”) equal to 101% of the principal amount of the Notes, together with accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date. On the Business Day following the occurrence of a Special Mandatory Redemption Event, the Company (or the Trustee upon the prior written direction from the Company and at the sole cost and expense of the Company) shall deliver a notice of special mandatory redemption in accordance with the applicable procedures of DTC to each Holder of Notes stating that the entire principal amount outstanding of the Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date specified therein automatically and without any further action by the Holders of the Notes. Prior to the opening of business on the Special Mandatory Redemption Date, the Company shall deposit with the Paying Agent, or the Trustee, cash in an aggregate amount equal to the Special Mandatory Redemption Price for the Notes, calculated as of the Special Mandatory Redemption Date. If funds sufficient to pay the Special Mandatory Redemption Price with respect to the Notes on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent prior to the opening of business on the Special Mandatory Redemption Date, then, on and after the Special Mandatory Redemption Date, the Notes will cease to bear interest. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates according to the terms and provisions of Section 2.3. Upon the consummation of the Canopy Investment, this Section 2.10 will cease to apply. The provisions of Sections 5.2, 5.3 and 5.6 of the Initial Indenture shall not be applicable to any special mandatory redemption of the Notes.

  • Mandatory Exchange The Managing Member may, with the consent of those Members (other than the Managing Member) holding not less than 75% of the Holdings Units (as such term is defined in the Exchange Agreement) (excluding any Holdings Units held by the Managing Member) require all Members holding Holdings Units to exchange all such units held by them pursuant to the Exchange Agreement.

  • Mandatory Redemption at Subscriber’s Election In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

  • Mandatory Termination In the event that a mandatory prepayment in full of the A Advances is required by Section 2.06(b), the Commitments of the Lenders shall immediately terminate.

  • Notice of Optional Redemption Selection of Notes 82 Section 16.03 . Payment of Notes Called for Redemption 84 Section 16.04 . Restrictions on Redemption 84 ARTICLE 17 MISCELLANEOUS PROVISIONS Section 17.01 . Provisions Binding on Company’s Successors 84 Section 17.02 . Official Acts by Successor Corporation 84 Section 17.03 . Addresses for Notices, Etc. 85 Section 17.04 . Governing Law; Jurisdiction 85 Section 17.05 . Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 86 Section 17.06 . Legal Holidays 86 Section 17.07 . No Security Interest Created 87 Section 17.08 . Benefits of Indenture 87 Section 17.09 . Table of Contents, Headings, Etc. 87 Section 17.10 . Authenticating Agent 87 Section 17.11 . Execution in Counterparts 88 Section 17.12 . Severability 88 Section 17.13 . Waiver of Jury Trial 88 Section 17.14 . Force Majeure 88 Section 17.15 . Calculations 89 Section 17.16 . USA PATRIOT Act 89 EXHIBIT Exhibit A Form of Note A-1 INDENTURE dated as of September 21, 2018 between SPLUNK INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

  • Mandatory Repayment The aggregate principal amount ------------------- of the Revolving Loans outstanding on the Maturity Date, together with accrued interest thereon, shall be due and payable in full on the Maturity Date. If at any time the aggregate outstanding Borrowings exceed the Revolving Commitment then in effect, the Borrower shall immediately repay the excess to the Bank without penalty or premium.

  • Notice of Optional Redemption; Selection of Notes (a) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 5 Business Days prior to the date such Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (a “Redemption Notice”) not less than 35 nor more than 60 Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part; provided, however, that if the Company shall give such notice, it shall also give written notice of the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Redemption Date must be a Business Day. The Company may not specify a Redemption Date that falls on or after the 31st Scheduled Trading Day immediately preceding the Maturity Date.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!