OF THE ACQUISITION Clause Samples
The "Of the Acquisition" clause defines the terms and conditions under which an acquisition takes place between parties. It typically outlines the assets or shares being acquired, the purchase price, and the timeline for completion. This clause ensures that both parties have a clear understanding of what is being transferred, how and when the transfer will occur, and the obligations of each party during the process. Its core function is to provide clarity and structure to the acquisition process, reducing the risk of misunderstandings or disputes.
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OF THE ACQUISITION. 5.1 Where the Acquisition is being implemented by way of the Scheme:
(a) Bidco undertakes that, by no later than 5.00 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Augean either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
(ii) confirming its intention to invoke a Condition (which will always be subject to the consent of the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitle it to invoke the Condition and why, in the case of any Condition to which Rule 13.5 of the Code applies, Bidco considers such event or circumstance to be of material significance to Bidco in the context of the Acquisition; and
(b) in circumstances in which ▇▇▇▇▇ confirms the satisfaction or waiver of all Conditions (other than the Scheme Conditions) as contemplated by clause 5.1(a)(i), Bidco shall instruct counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco.
OF THE ACQUISITION. 5.1 Without prejudice to clause 5.2, if any director or officer of Bidco or the Guarantor becomes aware of any fact, matter or circumstance that is likely, after the issue of the Scheme Document, to significantly change the Scheme timetable, or which the Bidco Board reasonably considers would entitle it to invoke (and, applying the test set out in Rule 13.5 of the Takeover Code, the Panel would permit it to so invoke) any of the Conditions, Bidco or the Guarantor shall (subject to applicable law) inform CRT plc, providing reasonable details as soon as is reasonably practicable.
5.2 Where the Acquisition is being implemented by way of the Scheme:
5.2.1 Bidco undertakes that, by no later than 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to CRT plc either:
(a) confirming the satisfaction or waiver of all Conditions (other than paragraphs 1 and 2c) of Part A of Appendix I to the Announcement); or
(b) confirming its intention to invoke a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitle it to invoke the Condition and why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition;
5.3 Where Bidco confirms the satisfaction or waiver of all Conditions (other than paragraphs 1 and 2c) of Part A of Appendix I to the Announcement) in accordance with clause 5.2: Project Hanover – Cooperation Agreement - Execution Version 11
5.3.1 Bidco agrees that CRT plc shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and
5.3.2 Bidco hereby agrees to be bound by the Scheme and to instruct counsel to agree on its behalf at the Court Hearing to sanction the Scheme to undertake to be bound thereby.
OF THE ACQUISITION. 3.1 The parties undertake to use all their respective reasonable endeavours to implement the Acquisition in accordance with, and subject to the terms and Conditions set out in the Announcement, the Timetable, the Scheme Document or, if Bidco elects to proceed by way of an Offer, the Offer Document, provided that this Clause 3.1 shall be subject to and without prejudice to (to the extent permitted by the Panel) Bidco's right to invoke one or more of the Conditions and also to Clause 3.9.
3.2 Each of the parties shall promptly provide such reasonable assistance and information and shall co-operate and consult with each other in the implementation of an appropriate timetable for the Acquisition consistent with and substantially in the form set out in Schedule 3 (the “Timetable”), including the timing of the posting of the Scheme Document, or, if Bidco elects to proceed by way of an Offer, the Offer Document, preparation of the Court Documents, preparation and filing of the Prospectus, filing the Proxy Statement with the SEC, convening the Meetings and the Colfax Shareholders Meeting, posting of the Proxy Statement to the Colfax Shareholders, co-ordinating filings with Relevant Authorities and the likely date of the Effective Date. The parties agree that as soon as reasonably practicable and in any event no later than 5 Business Days following release of the Announcement, the Timetable shall be prepared by (and may at any time be amended by) Charter in consultation with and taking into account the reasonable requests of Colfax, including in relation to the preparation time required in respect of the Proxy Statement and the potential review period in the event the SEC elects to review the Proxy Statement. This clause is, for the avoidance of doubt, subject to Clause 3.9 and Clause 3.10.
OF THE ACQUISITION. 5.1 Where the Acquisition is being implemented by way of the Scheme:
(a) Bidco undertakes that, by no later than 5.00 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Augean either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
(ii) confirming its intention to invoke a Condition (which will always be subject to the consent of the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitle it to invoke the Condition and why, in the case of any Condition to which Rule 13.5 of the Code applies, Bidco considers such event or circumstance to be of material significance to Bidco in the context of the Acquisition; and
(b) in circumstances in which Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme Conditions) as contemplated by clause 5.1(a)(i), Bidco shall instruct counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Bidco.
5.2 If Augean proposes to adjourn or so adjourns the Court Meeting and/or the Augean General Meeting to a date which is on or after 1 October 2021 (the "Expected Shareholder Meeting Date"), and/or to schedule the Court Hearing on a date which is on or after 15 October 2021 (the "Expected Court Hearing Date"), Bidco undertakes:
(a) to consent to any such adjournment (in the case of the Court Meeting and Augean General Meeting) and/or scheduling (in the case of the Court Hearing); and
(b) not to exercise any rights it may have to invoke any of the Scheme Conditions to lapse the Scheme, provided that:
(i) any such adjourned Court Meeting and Augean General Meeting is held on or before the 22nd day after the Expected Shareholder Meeting Date or such later date (if any) as Bidco and Augean may agree and (if required) the Court may allow (as applicable); and
(ii) any such scheduled Court Hearing is held on or before the 22nd day after the Expected Court Hearing Date or such later date (if any) as Bidco and Augean may agree and (if required) the Court may allow.
OF THE ACQUISITION. Where the Acquisition is being implemented by way of the Scheme:
OF THE ACQUISITION. 5.1 Where the Acquisition is being implemented by way of the Scheme:
(a) each party undertakes to the other that, by no later than 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to the other party either:
(i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
(ii) confirming its intention to invoke a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the invoking party reasonably considers entitled to invoke the Condition and why the invoking party considers such event or circumstance to be of sufficient material significance in the context of the Offer for the Panel to permit it to invoke such Condition; and
(b) where Taptica confirms the satisfaction or waiver of all Conditions (other than the Scheme Conditions) in accordance with Clause 5.1(a)(i), Taptica agrees that RhythmOne shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition).
5.2 If the Taptica Board becomes aware of any fact, matter or circumstance that is likely, after the issue of the Scheme Document, to significantly change the scheme timetable, and/or the Taptica Board reasonably considers would entitle it to invoke (and, applying the test set out in Rule 13.5 of the Code, the Panel would permit it to so invoke) any of the Conditions, Taptica shall (subject to applicable Law) inform RhythmOne providing reasonable details as soon as is reasonably practicable.