Offer and Acquisition. (a) The Loan Parties shall ensure that the Tender Offer Documents reflect the terms and conditions of the Offer contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and are posted to the holders of the Target Ordinary Shares within 28 days of the publication of the Subsequent Tender Offer Announcement. (b) Each Loan Party shall comply in all material respects with all Irish Takeover Rules (subject to any applicable waivers granted by the Panel), the 2006 Regulations, the Companies Acts 1963 to 2012 of Ireland, the US Securities Laws and all applicable laws and regulations relevant in the context of the Offer. (c) The Borrower and BidCo shall from time to time promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (i) each Offer Document or draft thereof executed or produced on or after the date of this Agreement and copies of all material documents, notices or announcements received or issued by it in relation to the Offer; (ii) reasonable details of any material amendment, waiver or supplement relating to any Acquisition Document; (iii) a copy of every certificate delivered by the Receiving Agent to BidCo and/or its advisers pursuant to the Irish Takeover Rules; (iv) a copy of any updated financial information with respect to the Target Group Members which becomes available; and (v) any other information relating to the Offer as the Administrative Agent may reasonably request. (d) The Borrower and BidCo shall ensure that the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and the Tender Offer Documents supplied to the Administrative Agent collectively contain all the terms and conditions of the Offer and the Acquisition. (e) Prior to the Funding Date, BidCo shall enter into arrangements with a service provider selected by XxxXx as receiving agent for the Offer. (f) BidCo shall (i) send the notices to initiate the Compulsory Acquisition under the 2006 Regulations as soon as practicable and in any event within ten Business Days after the conditions for the issuing of those notices under Irish law in respect of any Target Ordinary Shares are satisfied and (ii) diligently pursue any rights available to it to ensure that all of the Target Ordinary Shares are acquired by BidCo. (g) BidCo shall promptly inform the Administrative Agent as to the status and progress of the Offer and the Compulsory Acquisition upon request and, without limitation, promptly upon request, provide to the Administrative Agent details of the then current level of acceptances of the Offer received. (h) The Borrower and BidCo shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower or BidCo not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, except that, in each case where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade or require) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) shall declare the Offer as being lapsed at the earliest opportunity subject to the consent of the Panel, as required. (i) If the Administrative Agent so requires and as the Administrative Agent may direct, BidCo will, at its own cost and expense, challenge, by way of initiating a judicial review pursuant to Section 13 of the Irish Takeover Panel Act 2007, any decision, ruling or direction of the Panel if the effect of such decision, ruling or direction would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo. (j) The Borrower and BidCo shall keep the Administrative Agent informed and consult with it as to: (i) the terms and conditions of any covenant or undertaking proposed to be given by or on behalf of it or any of its Affiliates (or, so far as Borrower or BidCo is aware, any Target Group Member) to any person for the purpose of obtaining any authorization from a Governmental Authority necessary or desirable in connection with the Offer; and (ii) any terms or conditions proposed in connection with any authorization from a Governmental Authority necessary or desirable in connection with the Offer. (k) If the Administrative Agent states that, in its opinion, any proposed covenant, undertaking, term or condition referred to in subsection (j) above might reasonably be expected to have a Material Adverse Effect or otherwise be adverse to the interests of the Lenders, the Borrower and BidCo shall, except as required by the Panel, not waive or treat as satisfied the condition to the Offer relating to that authorization by the relevant Governmental Authority or clearance and, if necessary, where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) if the Panel so agrees, shall declare the Offer as having lapsed at the earliest opportunity. (l) If, after the Unconditional Date, any Target Senior Notes become due and payable before their stated maturity or any Swap Contract of a Target Group Member is terminated or closed-out before its stated maturity, the Borrower and BidCo shall ensure that the relevant Target Group Member refinances all or any portion of the Target Senior Notes, or any close-out amount payable in connection with that closing-out or termination, and all Liens securing and all guarantees guaranteeing the Target Senior Notes shall be discharged except to the extent that to do so would breach Section 60 of the Companies Act in which event such repayment shall be made within two Business Days of the completion of the Section 60 Financial Assistance Validation Procedure. (m) BidCo shall (i) on and after the Unconditional Date as soon as practicable after the date or dates upon which it acquires any Target Ordinary Shares, cause such Target Ordinary Shares to be registered in the register of the shareholders of the Target Parent Holdings and cause the Lien on such Target Ordinary Shares in favor of the Collateral Agent to be perfected in accordance with Section 6.10(b) and (ii) as soon as lawful and practicable after the Unconditional Date and in any event prior to the date which is 45 days after the Unconditional Date (A) cause the Target Ordinary Shares to be delisted from the Irish Stock Exchange and cause Target Parent Holdings to be re-registered as a private limited company and (B) cause each Target Group Member, to the extent required, to properly implement the Section 60 Financial Assistance Validation Procedure (if applicable) necessary to lawfully accede to the relevant Loan Documents, pay amounts due under the Loan Documents, perform its obligations under this Agreement and the other Loan Documents and take any other step contemplated by the Funds Flow Statement or the Transaction Description applicable at the relevant time. (n) i) BidCo shall cause all proceeds of the BidCo/LuxCo 3 Loan not used on the Funding Date for the purpose set out in Section 6.08(b) to be deposited directly into the Certain Funds Lock-Box Account and shall ensure that the Collateral Agent shall have control over all funds on deposit in the Certain Funds Lock-Box Account.
Appears in 1 contract
Offer and Acquisition. (a) The Loan Parties shall ensure that the Tender Offer Documents reflect the terms and conditions of the Offer contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and are posted to the holders of the Target Ordinary Shares within 28 days of the publication of the Subsequent Initial Tender Offer Announcement.
(b) Each Loan Party shall comply in all material respects with all Irish Takeover Rules (subject to any applicable waivers granted by the Panel), the 2006 Regulations, the Companies Acts 1963 to 2012 of Ireland, the US Securities Laws and all applicable laws and regulations relevant in the context of the Offer.
(c) The Borrower and BidCo shall from time to time promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) each Offer Document or draft thereof executed or produced on or after the date of this Agreement and copies of all material documents, notices or announcements received or issued by it in relation to the Offer;
(ii) reasonable details of any material amendment, waiver or supplement relating to any Acquisition Document;
(iii) a copy of every certificate delivered by the Receiving Agent to BidCo and/or its advisers pursuant to the Irish Takeover Rules;
(iv) a copy of any updated financial information with respect to the Target Group Members which becomes available; and
(v) any other information relating to the Offer as the Administrative Agent may reasonably request.
(d) The Borrower and BidCo shall ensure that the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and the Tender Offer Documents supplied to the Administrative Agent collectively contain all the terms and conditions of the Offer and the Acquisition.
(e) Prior to the Funding Date, BidCo shall enter into arrangements with a service provider selected by XxxXx BidCo as receiving agent for the Offer.
(f) BidCo shall (i) send the notices to initiate the Compulsory Acquisition under the 2006 Regulations as soon as practicable and in any event within ten Business Days after the conditions for the issuing of those notices under Irish law in respect of any Target Ordinary Shares are satisfied and (ii) diligently pursue any rights available to it to ensure that all of the Target Ordinary Shares are acquired by BidCo.
(g) BidCo shall promptly inform the Administrative Agent as to the status and progress of the Offer and the Compulsory Acquisition upon request and, without limitation, promptly upon request, provide to the Administrative Agent details of the then current level of acceptances of the Offer received.
(h) The Borrower and BidCo shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower or BidCo not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, except that, in each case where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade or require) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) shall declare the Offer as being lapsed at the earliest opportunity subject to the consent of the Panel, as required.
(i) If the Administrative Agent so requires and as the Administrative Agent may direct, BidCo will, at its own cost and expense, challenge, by way of initiating a judicial review pursuant to Section 13 of the Irish Takeover Panel Act 2007Xxx 0000, any decision, ruling or direction of the Panel if the effect of such decision, ruling or direction would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo.
(j) The Borrower and BidCo shall keep the Administrative Agent informed and consult with it as to:
(i) the terms and conditions of any covenant or undertaking proposed to be given by or on behalf of it or any of its Affiliates (or, so far as Borrower or BidCo is aware, any Target Group Member) to any person for the purpose of obtaining any authorization from a Governmental Authority necessary or desirable in connection with the Offer; and
(ii) any terms or conditions proposed in connection with any authorization from a Governmental Authority necessary or desirable in connection with the Offer.
(k) If the Administrative Agent states that, in its opinion, any proposed covenant, undertaking, term or condition referred to in subsection (j) above might reasonably be expected to have a Material Adverse Effect or otherwise be adverse to the interests of the Lenders, the Borrower and BidCo shall, except as required by the Panel, not waive or treat as satisfied the condition to the Offer relating to that authorization by the relevant Governmental Authority or clearance and, if necessary, where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) if the Panel so agrees, shall declare the Offer as having lapsed at the earliest opportunity.
(l) If, after the Unconditional Date, any Target Senior Notes become due and payable before their stated maturity or any Swap Contract of a Target Group Member is terminated or closed-out before its stated maturity, the Borrower and BidCo shall ensure that the relevant Target Group Member refinances all or any portion of the Target Senior Notes, or any close-out amount payable in connection with that closing-out or termination, and all Liens securing and all guarantees guaranteeing the Target Senior Notes shall be discharged except to the extent that to do so would breach Section 60 of the Companies Act in which event such repayment shall be made within two Business Days of the completion of the Section 60 Financial Assistance Validation Procedure.
(m) BidCo shall (i) on and after the Unconditional Date as soon as practicable after the date or dates upon which it acquires any Target Ordinary Shares, cause such Target Ordinary Shares to be registered in the register of the shareholders of the Target Parent Holdings and cause the Lien on such Target Ordinary Shares in favor of the Collateral Agent to be perfected in accordance with Section 6.10(b) and (ii) as soon as lawful and practicable after the Unconditional Date and in any event prior to the date which is 45 days after the Unconditional Date (A) cause the Target Ordinary Shares to be delisted from the Irish Stock Exchange and cause Target Parent Holdings to be re-registered as a private limited company and (B) cause each Target Group Member, to the extent required, to properly implement the Section 60 Financial Assistance Validation Procedure (if applicable) necessary to lawfully accede to the relevant Loan Documents, pay amounts due under the Loan Documents, perform its obligations under this Agreement and the other Loan Documents and take any other step contemplated by the Funds Flow Statement or the Transaction Description applicable at the relevant time.
(n) (i) BidCo shall cause all proceeds of the BidCo/LuxCo 3 Loan not used on the Funding Date for the purpose set out in Section 6.08(b) to be deposited directly into the Certain Funds Lock-Box Account and shall ensure that the Collateral Agent shall have control over all funds on deposit in the Certain Funds Lock-Box Account.
(ii) The Collateral Agent shall only be required to release such funds as and when necessary (A) to enable BidCo to acquire Target Ordinary Shares as part of the Compulsory Acquisition and to settle the payment of the Target Net Cash Rights under the Offer Documents, in each case only if no Certain Funds Major Default is outstanding at such time, and (B) to accomplish any required prepayment of the Bridge Term Loans then required under the Bridge Credit Agreement or of the Acquisition Term Loans as required by Section 2.03(b)(iv) of this Agreement, but in any event no later than such time that enables BidCo to make the necessary payments.
Appears in 1 contract
Offer and Acquisition. (a) The Loan Parties shall ensure that the Tender Offer Documents reflect the terms and conditions of the Offer contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements (it being understood and agreed that although the reduction of the acceptance threshold described in the Tender Offer Documents furnished to the Administrative Agent is not reflected in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements, such reduction shall be permitted to be reflected in such Tender Offer Documents) and are posted to the holders of the Target Ordinary Shares within 28 days of the publication of the latest Subsequent Tender Offer Announcement.
(b) Each Loan Party shall comply in all material respects with all Irish Takeover Rules (subject to any applicable waivers granted by the Panel), the 2006 Regulations, the Companies Acts 1963 to 2012 of Ireland, the US Securities Laws and all applicable laws and regulations relevant in the context of the Offer.
(c) The Borrower and BidCo shall from time to time promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) each Offer Document or draft thereof executed or produced on or after the date of this Agreement and copies of all material documents, notices or announcements received or issued by it in relation to the Offer;
(ii) reasonable details of any material amendment, waiver or supplement relating to any Acquisition Document;
(iii) a copy of every certificate delivered by the Receiving Agent to BidCo and/or its advisers pursuant to the Irish Takeover Rules;
(iv) a copy of any updated financial information with respect to the Target Group Members which becomes available; and
(v) any other information relating to the Offer as the Administrative Agent may reasonably request.
(d) The Borrower and BidCo shall ensure that the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement Announcements and the Tender Offer Documents supplied to the Administrative Agent collectively contain all the terms and conditions of the Offer and the Acquisition.
(e) Prior to the Funding Date, BidCo shall enter into arrangements with a service provider selected by XxxXx as receiving agent for the Offer.
(f) BidCo shall (i) send the notices to initiate the Compulsory Acquisition under the 2006 Regulations as soon as practicable and in any event within ten Business Days after the conditions for the issuing of those notices under Irish law in respect of any Target Ordinary Shares are satisfied and (ii) diligently pursue any rights available to it to ensure that all of the Target Ordinary Shares are acquired by BidCo.
(g) BidCo shall promptly inform the Administrative Agent as to the status and progress of the Offer and (including whether the 90% Acceptance Threshold has been met) and, if consummated, the Compulsory Acquisition Acquisition, in each case upon request and, without limitation, promptly upon request, provide to the Administrative Agent details of the then current level of acceptances of the Offer received.
(h) The Borrower and BidCo shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower or BidCo not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, except that, in each case where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade or require) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) shall declare the Offer as being lapsed at the earliest opportunity subject to the consent of the Panel, as required.
(i) If the Administrative Agent so requires and as the Administrative Agent may direct, BidCo will, at its own cost and expense, challenge, by way of initiating a judicial review pursuant to Section 13 of the Irish Takeover Panel Act 2007, any decision, ruling or direction of the Panel if the effect of such decision, ruling or direction would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo.
(j) The Borrower and BidCo shall keep the Administrative Agent informed and consult with it as to:
(i) the terms and conditions of any covenant or undertaking proposed to be given by or on behalf of it or any of its Affiliates (or, so far as Borrower or BidCo is aware, any Target Group Member) to any person for the purpose of obtaining any authorization from a Governmental Authority necessary or desirable in connection with the Offer; and
(ii) any terms or conditions proposed in connection with any authorization from a Governmental Authority necessary or desirable in connection with the Offer.
(k) If the Administrative Agent states that, in its opinion, any proposed covenant, undertaking, term or condition referred to in subsection (j) above might reasonably be expected to have a Material Adverse Effect or otherwise be adverse to the interests of the Lenders, the Borrower and BidCo shall, except as required by the Panel, not waive or treat as satisfied the condition to the Offer relating to that authorization by the relevant Governmental Authority or clearance and, if necessary, where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) if the Panel so agrees, shall declare the Offer as having lapsed at the earliest opportunity.
(l) If, after the Unconditional Date, any Target Senior Notes become due and payable before their stated maturity or any Swap Contract of a Target Group Member is terminated or closed-out before its stated maturity, the Borrower and BidCo shall ensure that the relevant Target Group Member refinances all or any portion of the Target Senior Notes, or any close-out amount payable in connection with that closing-out or termination, and all Liens securing and all guarantees guaranteeing the Target Senior Notes shall be discharged except to the extent that to do so would breach Section 60 of the Companies Act in which event such repayment shall be made within two Business Days of the completion of the Section 60 Financial Assistance Validation Procedure.
(m) BidCo shall (i) on and after the Unconditional Date as soon as practicable after the date or dates upon which it acquires any Target Ordinary Shares, cause such Target Ordinary Shares to be registered in the register of the shareholders of the Target Parent Holdings and cause the Lien on such Target Ordinary Shares in favor of the Collateral Agent to be perfected in accordance with Section 6.10(b) and (ii) so long as the 90% Acceptance Threshold is met and the Compulsory Acquisition is completed, as soon as lawful and practicable after the Unconditional Date and in any event prior to or otherwise if BidCo acquires 100% of the date which is 45 days after the Unconditional Date Target Ordinary Shares (A) cause the Target Ordinary Shares to be delisted from the Irish Stock Exchange and cause Target Parent Holdings to be re-registered as a private limited company and (B) cause each Target Group Member, to the extent required, to properly implement the Section 60 Financial Assistance Validation Procedure (if applicable) necessary to lawfully accede to the relevant Loan Documents, pay amounts due under the Loan Documents, perform its obligations under this Agreement and the other Loan Documents and take any other step contemplated by the Funds Flow Statement or the Transaction Description applicable at the relevant time.
(n) (i) BidCo shall cause all proceeds of the BidCo/LuxCo 3 Loan not used on the Funding Date for the purpose set out in Section 6.08(b) to be deposited directly into the Certain Funds Lock-Box Account and shall ensure that the Collateral Agent shall have control over all funds on deposit in the Certain Funds Lock-Box Account.
Appears in 1 contract
Offer and Acquisition. Without the consent of the Administrative Agent:
(ai) The No Loan Parties Party shall, nor shall ensure that it permit its Subsidiaries to, unless required to do so by the Tender Offer Documents reflect the Panel, agree to amend, waive, revise, withdraw or agree or decide not to enforce in whole or in part any terms and or conditions of the Offer contained in any respect, except with the consent of the Administrative Agent (acting with the consent or at the direction of the Required Lenders). Notwithstanding the foregoing, it shall constitute a Certain Funds Major Default if, where the Panel requires any of the foregoing measures, the Required Lenders do not consent to any such amendment, waiver, revision, withdrawal or agreement if the effect thereof would be to increase or vary the offer price for the Target Ordinary Shares or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates or if the Panel would require a waiver of any of condition (a) (captioned “Acceptance Condition”) (as such acceptance threshold may be reduced to more than 50% of the Target Ordinary Shares as described in the Tender Offer Documents), condition (j) (captioned “Frustrating Actions (within the meaning of Rule 21 of the Irish Takeover Rules)”) as such condition relates to any Announced Transaction Approval and to the extent permitted by the Panel, condition (l) (captioned “European Merger Regulation”), condition (m) (captioned “Irish Competition Act”), condition (n) (captioned “US Hxxx-Xxxxx-Xxxxxx Clearance”) or condition (x)(i) (captioned “No discovery of certain matters regarding information, lxxxxxxxxxx and environmental matters”) if the Panel consents to the inclusion of such condition (x)(i) in the Offer Documents, in each case as set forth in Appendix 1 to the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement, other than to the extent that the Panel requires a Loan Party to accept a term or condition on which a decision or determination by the relevant authority is given under the aforesaid conditions (l) or (m), or any decision is made not to enforce any terms or conditions of the Offer notwithstanding the fact that the Borrower or BidCo, as applicable, may be required to do so unless the Borrower and BidCo, as applicable, shall have complied with their obligations under Sections 6.12(h) and 6.12(i)).
(ii) BidCo shall not increase the purchase price for the Target Ordinary Shares, or purchase any Target Ordinary Shares at a price above, the price specified in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and are posted for the Target Ordinary Shares or otherwise amend, modify or supplement the Offer Documents, except to the holders extent required by the Panel.
(iii) No Loan Party shall, nor shall it permit its Subsidiaries to, declare, accept or treat as satisfied any condition of the Offer where it is not actually satisfied or has not been complied with, except to the extent required by the Panel.
(iv) BidCo shall not decide or declare that the Offer is unconditional in any respect until it has received acceptances in respect of more than 50% in nominal value of the Target Ordinary Shares within 28 days of to which the publication of the Subsequent Tender Offer Announcementrelates.
(b) Each Loan Party shall comply in all material respects with all Irish Takeover Rules (subject to any applicable waivers granted by the Panel), the 2006 Regulations, the Companies Acts 1963 to 2012 of Ireland, the US Securities Laws and all applicable laws and regulations relevant in the context of the Offer.
(c) The Borrower and BidCo shall from time to time promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) each Offer Document or draft thereof executed or produced on or after the date of this Agreement and copies of all material documents, notices or announcements received or issued by it in relation to the Offer;
(ii) reasonable details of any material amendment, waiver or supplement relating to any Acquisition Document;
(iii) a copy of every certificate delivered by the Receiving Agent to BidCo and/or its advisers pursuant to the Irish Takeover Rules;
(iv) a copy of any updated financial information with respect to the Target Group Members which becomes available; and
(v) any other information relating to BidCo shall not extend the time for acceptance of the Offer as to a date later than 28 calendar days after the last date on which the last Compulsory Acquisition Notice (if any) was given by BidCo.
(vi) No Loan Party shall, nor shall it permit its Subsidiaries to, unless required by any applicable law or regulation (including the Irish Takeover Rules and the US Securities Laws), the Irish Stock Exchange, the Panel or the SEC (in which event the BidCo and the Borrower shall consult with the Administrative Agent may reasonably request.
with respect thereto), publish any press release or make any statement or announcement (d) The Borrower and BidCo shall ensure that other than the Initial Tender Offer Announcement as amended by Announcement, the Subsequent Tender Offer Announcement and any Offer Document) containing any information or statement concerning the Tender Offer Documents supplied to Loan Documents, this Agreement, the Refinancing and Funding Agreement, the Bridge Credit Agreement or the Lenders without the prior approval of the Administrative Agent collectively contain all the terms and conditions of the Offer and the AcquisitionAgent.
(e) Prior to the Funding Date, BidCo shall enter into arrangements with a service provider selected by XxxXx as receiving agent for the Offer.
(fvii) BidCo shall not take, and shall cause any Person acting in concert (i) send the notices to initiate the Compulsory Acquisition under the 2006 Regulations as soon as practicable and in any event within ten Business Days after the conditions for the issuing purposes of those notices under the Irish law in respect Takeover Rules) with it not to take, any action the result of any Target Ordinary Shares are satisfied and (ii) diligently pursue any rights available which would be to require it to ensure that all make a mandatory offer under Rule 9 of the Irish Takeover Rules or to increase or vary the offer price for the Target Ordinary Shares are acquired by BidCo.
(g) or the maximum aggregate consideration payable for all the Target Ordinary Shares to which the Offer relates, above the level agreed between BidCo shall promptly inform and the Administrative Agent as from time to the status time (and progress BidCo will be deemed to be in breach of this Section 7.12 if any mandatory offer under Rule 9 of the Offer and Irish Takeover Rules or increase in or variation of the Compulsory Acquisition upon request andoffer price is required to be made on account of the action or act of BidCo or any party acting in concert with it (for the purposes of the Irish Takeover Rules) or otherwise howsoever the relevant requirement arises, without limitation, promptly upon request, provide to the Administrative Agent details of the then current level of acceptances of the Offer received.
(h) The Borrower and BidCo shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower or BidCo not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, except that, in each case where the consent of the Panel is required Administrative Agent prior to invoke such conditionthe date of this Agreement.
(viii) No Loan Party shall, nor shall it permit its Subsidiaries to, amend, vary, novate, supplement, supersede, waive or terminate or give any consent under (or agree to do so) any term of the Borrower Loan Documents or BidCothe Related Documents.
(ix) No Loan Party shall, as applicablenor shall it permit its Subsidiaries to, (i) at except as may result from the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade or require) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) shall declare the Offer as being lapsed at the earliest opportunity subject to the consent of the Panel, as required.
(i) If the Administrative Agent so requires and as the Administrative Agent may direct, BidCo will, at its own cost and expense, challenge, by way of initiating a judicial review pursuant to Section 13 of the Irish Takeover Panel Act 2007, any decision, ruling or direction of the Panel if the effect of such decision, ruling or direction would be to render any condition making of the Offer unavailable or to prevent any condition the occurrence of the Offer being invoked Unconditional Date by BidCo.
(j) The Borrower and BidCo shall keep the Administrative Agent informed and consult it complying with it as to:
(i) the terms and conditions of any covenant or undertaking proposed to be given by or on behalf of it or any of its Affiliates (or, so far as Borrower or BidCo is aware, any Target Group Member) to any person for the purpose of obtaining any authorization from a Governmental Authority necessary or desirable in connection with the Offer; and
(ii) any terms or conditions proposed in connection with any authorization from a Governmental Authority necessary or desirable in connection with the Offer.
(k) If the Administrative Agent states that, in its opinion, any proposed covenant, undertaking, term or condition referred to in subsection (j) above might reasonably be expected to have a Material Adverse Effect or otherwise be adverse to the interests of the Lenders, the Borrower and BidCo shall, except as required by the Panel, not waive or treat as satisfied the condition to the Offer relating to that authorization by the relevant Governmental Authority or clearance and, if necessary, where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall requestobligations under Section 6.12(l), (ii) if the Panel so agrees, shall not waive that condition cause or treat it as satisfied and (iii) if the Panel so agrees, shall declare the Offer as having lapsed at the earliest opportunity.
(l) If, after the Unconditional Date, permit any Target Senior Notes to become due and payable before their its stated maturity maturity, (ii) except as may result from the making of the Offer or the occurrence of the Unconditional Date by it complying with its obligations under this Section 6.12(l), cause or permit any Swap Contract of a Target Group Member is to be terminated or closed-out before its stated maturity, the Borrower and BidCo shall ensure that the relevant Target Group Member refinances all maturity or (iii) cause to be repaid or prepaid any portion of the Target Senior Notes, or any close-out amount payable in connection with that closing-out or termination, and all Liens securing and all guarantees guaranteeing the Target Senior Notes shall be discharged except to the extent that to do so would breach Section 60 of the Companies Act in which event such repayment shall be made within two Business Days of the completion of the Section 60 Financial Assistance Validation Procedure.
(m) BidCo shall (i) on and after the Unconditional Date as soon as practicable after the date or dates upon which it acquires any Target Ordinary Shares, cause such Target Ordinary Shares to be registered in the register of the shareholders of the Target Parent Holdings and cause the Lien on such Target Ordinary Shares in favor of the Collateral Agent to be perfected other than in accordance with Section 6.10(b) and (ii) as soon as lawful and practicable after the Unconditional Date and in any event prior to the date which is 45 days after the Unconditional Date (A) cause the Target Ordinary Shares to be delisted from the Irish Stock Exchange and cause Target Parent Holdings to be re-registered as a private limited company and (B) cause each Target Group Member, to the extent required, to properly implement the Section 60 Financial Assistance Validation Procedure (if applicable) necessary to lawfully accede to the relevant Loan Documents, pay amounts due under the Loan Documents, perform its obligations under this Agreement and the other Loan Documents and take any other step contemplated by the Funds Flow Statement or the Transaction Description applicable at the relevant time6.12(l).
(n) i) BidCo shall cause all proceeds of the BidCo/LuxCo 3 Loan not used on the Funding Date for the purpose set out in Section 6.08(b) to be deposited directly into the Certain Funds Lock-Box Account and shall ensure that the Collateral Agent shall have control over all funds on deposit in the Certain Funds Lock-Box Account.
Appears in 1 contract
Offer and Acquisition. (a) The Loan Parties shall ensure that the Tender Offer Documents reflect the terms and conditions of the Offer contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement (it being understood and agreed that although the reduction of the acceptance threshold described in the Tender Offer Documents furnished to the Administrative Agent is not reflected in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement, such reduction shall be permitted to be reflected in such Tender Offer Documents) and are posted to the holders of the Target Ordinary Shares within 28 days of the publication of the Subsequent Tender Offer Announcement.
(b) Each Loan Party shall comply in all material respects with all Irish Takeover Rules (subject to any applicable waivers granted by the Panel), the 2006 Regulations, the Companies Acts 1963 to 2012 of Ireland, the US Securities Laws and all applicable laws and regulations relevant in the context of the Offer.
(c) The Borrower and BidCo shall from time to time promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) each Offer Document or draft thereof executed or produced on or after the date of this Agreement and copies of all material documents, notices or announcements received or issued by it in relation to the Offer;
(ii) reasonable details of any material amendment, waiver or supplement relating to any Acquisition Document;
(iii) a copy of every certificate delivered by the Receiving Agent to BidCo and/or its advisers pursuant to the Irish Takeover Rules;
(iv) a copy of any updated financial information with respect to the Target Group Members which becomes available; and
(v) any other information relating to the Offer as the Administrative Agent may reasonably request.
(d) The Borrower and BidCo shall ensure that the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and the Tender Offer Documents supplied to the Administrative Agent collectively contain all the terms and conditions of the Offer and the Acquisition.
(e) Prior to the Funding Date, BidCo shall enter into arrangements with a service provider selected by XxxXx BxxXx as receiving agent for the Offer.
(f) BidCo shall (i) send the notices to initiate the Compulsory Acquisition under the 2006 Regulations as soon as practicable and in any event within ten Business Days after the conditions for the issuing of those notices under Irish law in respect of any Target Ordinary Shares are satisfied and (ii) diligently pursue any rights available to it to ensure that all of the Target Ordinary Shares are acquired by BidCo.
(g) BidCo shall promptly inform the Administrative Agent as to the status and progress of the Offer and (including whether the 90% Acceptance Threshold has been met) and, if consummated, the Compulsory Acquisition Acquisition, in each case upon request and, without limitation, promptly upon request, provide to the Administrative Agent details of the then current level of acceptances of the Offer received.
(h) The Borrower and BidCo shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower or BidCo not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, except that, in each case where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade or require) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) shall declare the Offer as being lapsed at the earliest opportunity subject to the consent of the Panel, as required.
(i) If the Administrative Agent so requires and as the Administrative Agent may direct, BidCo will, at its own cost and expense, challenge, by way of initiating a judicial review pursuant to Section 13 of the Irish Takeover Panel Act 2007, any decision, ruling or direction of the Panel if the effect of such decision, ruling or direction would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo.
(j) The Borrower and BidCo shall keep the Administrative Agent informed and consult with it as to:
(i) the terms and conditions of any covenant or undertaking proposed to be given by or on behalf of it or any of its Affiliates (or, so far as Borrower or BidCo is aware, any Target Group Member) to any person for the purpose of obtaining any authorization from a Governmental Authority necessary or desirable in connection with the Offer; and
(ii) any terms or conditions proposed in connection with any authorization from a Governmental Authority necessary or desirable in connection with the Offer.
(k) If the Administrative Agent states that, in its opinion, any proposed covenant, undertaking, term or condition referred to in subsection (j) above might reasonably be expected to have a Material Adverse Effect or otherwise be adverse to the interests of the Lenders, the Borrower and BidCo shall, except as required by the Panel, not waive or treat as satisfied the condition to the Offer relating to that authorization by the relevant Governmental Authority or clearance and, if necessary, where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) if the Panel so agrees, shall declare the Offer as having lapsed at the earliest opportunity.
(l) If, after the Unconditional Date, any Target Senior Notes become due and payable before their stated maturity or any Swap Contract of a Target Group Member is terminated or closed-out before its stated maturity, the Borrower and BidCo shall ensure that the relevant Target Group Member refinances all or any portion of the Target Senior Notes, or any close-out amount payable in connection with that closing-out or termination, and all Liens securing and all guarantees guaranteeing the Target Senior Notes shall be discharged except to the extent that to do so would breach Section 60 of the Companies Act in which event such repayment shall be made within two Business Days of the completion of the Section 60 Financial Assistance Validation Procedure.
(m) BidCo shall (i) on and after the Unconditional Date as soon as practicable after the date or dates upon which it acquires any Target Ordinary Shares, cause such Target Ordinary Shares to be registered in the register of the shareholders of the Target Parent Holdings and cause the Lien on such Target Ordinary Shares in favor of the Collateral Agent to be perfected in accordance with Section 6.10(b) and (ii) so long as the 90% Acceptance Threshold is met and the Compulsory Acquisition is completed, as soon as lawful and practicable after the Unconditional Date and in any event prior to or otherwise if BidCo acquires 100% of the date which is 45 days after the Unconditional Date Target Ordinary Shares (A) cause the Target Ordinary Shares to be delisted from the Irish Stock Exchange and cause Target Parent Holdings to be re-registered as a private limited company and (B) cause each Target Group Member, to the extent required, to properly implement the Section 60 Financial Assistance Validation Procedure (if applicable) necessary to lawfully accede to the relevant Loan Documents, pay amounts due under the Loan Documents, perform its obligations under this Agreement and the other Loan Documents and take any other step contemplated by the Funds Flow Statement or the Transaction Description applicable at the relevant time.
(n) (i) BidCo shall cause all proceeds of the BidCo/LuxCo 3 Loan not used on the Funding Date for the purpose set out in Section 6.08(b) to be deposited directly into the Certain Funds Lock-Box Account and shall ensure that the Collateral Agent shall have control over all funds on deposit in the Certain Funds Lock-Box Account.
Appears in 1 contract
Offer and Acquisition. (a) The Loan Parties shall ensure that the Tender Offer Documents reflect the terms and conditions of the Offer contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements (it being understood and agreed that although the reduction of the acceptance threshold described in the Tender Offer Documents furnished to the Administrative Agent is not reflected in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcements, such reduction shall be permitted to be reflected in such Tender Offer Documents) and are posted to the holders of the Target Ordinary Shares within 28 days of the publication of the latest Subsequent Tender Offer Announcement.
(b) Each Loan Party shall comply in all material respects with all Irish Takeover Rules (subject to any applicable waivers granted by the Panel), the 2006 Regulations, the Companies Acts 1963 to 2012 of Ireland, the US Securities Laws and all applicable laws and regulations relevant in the context of the Offer.
(c) The From time to time:
(i) the Borrower and BidCo shall from time to time promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) , each Offer Document or draft thereof executed or produced on or after the date of this Agreement and copies of all material documents, notices or announcements received or issued by it in relation to the Offer;
(ii) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, reasonable details of any material amendment, waiver or supplement relating to any Acquisition Document;
(iii) BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a copy of every certificate delivered by the Receiving Agent to BidCo and/or its advisers pursuant to the Irish Takeover Rules;
(iv) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a copy of any updated financial information with respect to the Target Group Members which becomes availableavailable to it; and
(v) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, any other information relating to the Offer as the Administrative Agent may reasonably request.
(d) The Borrower and BidCo shall ensure that the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement Announcements and the Tender Offer Documents supplied to the Administrative Agent collectively contain all the terms and conditions of the Offer and the Acquisition.
(e) Prior to the Initial Funding Date, BidCo shall enter into arrangements with a service provider selected by XxxXx BidCo as receiving agent for the Offer.
(f) BidCo shall (i) send the notices to initiate the Compulsory Acquisition under the 2006 Regulations as soon as practicable and in any event within ten Business Days after the conditions for the issuing of those notices under Irish law in respect of any Target Ordinary Shares are satisfied and (ii) diligently pursue any rights available to it to ensure that all of the Target Ordinary Shares are acquired by BidCo.
(g) BidCo shall promptly inform the Administrative Agent as to the status and progress of the Offer and (including whether the 90% Acceptance Threshold has been met) and, if consummated, the Compulsory Acquisition Acquisition, in each case upon request and, without limitation, promptly upon request, provide to the Administrative Agent details of the then current level of acceptances of the Offer received.
(h) The Borrower shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, and BidCo shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower or BidCo not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, except that, in each case where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade or require) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) shall declare the Offer as being lapsed at the earliest opportunity subject to the consent of the Panel, as required.
(i) If the Administrative Agent so requires and as the Administrative Agent may direct, BidCo will, at its own cost and expense, challenge, by way of initiating a judicial review pursuant to Section 13 of the Irish Takeover Panel Act 2007Xxx 0000, any decision, ruling or direction of the Panel if the effect of such decision, ruling or direction would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo.
(j) The Borrower and BidCo shall keep the Administrative Agent informed and consult with it as to:
(i) the terms and conditions of any covenant or undertaking proposed to be given by or on behalf of it or any of its Affiliates Person Controlled by it (or, so far as the Borrower or BidCo is aware, any Target Group Member) to any person for the purpose of obtaining any authorization from a Governmental Authority necessary or desirable in connection with the Offer; and
(ii) any terms or conditions proposed in connection with any authorization from a Governmental Authority necessary or desirable in connection with the Offer.
(k) If the Administrative Agent states that, in its opinion, any proposed covenant, undertaking, term or condition referred to in subsection (j) above might reasonably be expected to have a Material Adverse Effect or otherwise be adverse to the interests of the Lenders, the Borrower and BidCo shall, except as required by the Panel, not waive or treat as satisfied the condition to the Offer relating to that authorization by the relevant Governmental Authority or clearance and, if necessary, where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) if the Panel so agrees, shall declare the Offer as having lapsed at the earliest opportunity.
(l) If, after the Unconditional Date, any Target Senior Notes become due and payable before their stated maturity or any Swap Contract of a Target Group Member is terminated or closed-out before its stated maturity, the Borrower and BidCo shall ensure that the relevant Target Group Member refinances all or any portion of the Target Senior Notes, or any close-out amount payable in connection with that closing-out or termination, and all Liens securing and all guarantees guaranteeing the Target Senior Notes shall be discharged except to the extent that to do so would breach Section 60 of the Companies Act in which event such repayment shall be made within two Business Days of the completion of the Section 60 Financial Assistance Validation Procedure.
(m) BidCo shall (i) on and after the Unconditional Date as soon as practicable after the date or dates upon which it acquires any Target Ordinary Shares, cause such Target Ordinary Shares to be registered in the register of the shareholders of the Target Parent Holdings and cause the Lien on such Target Ordinary Shares in favor of the Collateral Agent to be perfected in accordance with Section 6.10(b) and (ii) so long as the 90% Acceptance Threshold is met, as soon as lawful and practicable after the Unconditional Date and in any event prior to or otherwise if BidCo acquires 100% of the date which is 45 days after the Unconditional Date Target Ordinary Shares (A) cause the Target Ordinary Shares to be delisted from the Irish Stock Exchange and cause Target Parent Holdings to be re-registered as a private limited company and (B) cause each Target Group Member, to the extent required, to properly implement the Section 60 Financial Assistance Validation Procedure (if applicable) necessary to lawfully accede to the relevant Loan Documents, pay amounts due under the Loan Documents, perform its obligations under this Agreement and the other Loan Documents and take any other step contemplated by the Funds Flow Statement or the Transaction Description applicable at the relevant time.
(n) i[Reserved].
(o) If any Announced Transaction Approval shall occur, the Borrower and BidCo shall cause all proceeds immediately lapse and terminate the Offer to the extent permitted by the Panel, except with the prior written consent of the Administrative Agent. If the Administrative Agent so requires and as the Administrative Agent may direct, RPIFT will cause BidCo/LuxCo 3 Loan not used on , at the Funding Date for cost of BidCo, to resist or assist in resisting any challenge by way of judicial review pursuant to Section 13 of the purpose set out in Section 6.08(bIrish Takeover Panel Act 2007 of any decision, ruling or direction of the Panel if the effect of such challenge would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo.
(p) to be deposited directly into Notwithstanding the Certain Funds Lock-Box Account and shall ensure fact that the Collateral Agent 90% Acceptance Threshold may or may not be met as of any date and regardless of whether the Compulsory Acquisition is consummated, the Borrower and BidCo shall have control over all funds use commercially reasonable efforts on deposit an ongoing basis to cause BidCo to acquire 100% of the Target Ordinary Shares so long as this Agreement is in the Certain Funds Lock-Box Accounteffect.
Appears in 1 contract
Samples: Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)
Offer and Acquisition. (a) The Loan Parties shall ensure that the Tender Offer Documents reflect the terms and conditions of the Offer contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and are posted to the holders of the Target Ordinary Shares within 28 days of the publication of the Subsequent Initial Tender Offer Announcement.
(b) Each Loan Party shall comply in all material respects with all Irish Takeover Rules (subject to any applicable waivers granted by the Panel), the 2006 Regulations, the Companies Acts 1963 to 2012 of Ireland, the US Securities Laws and all applicable laws and regulations relevant in the context of the Offer.
(c) The From time to time:
(i) the Borrower and BidCo shall from time to time promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) , each Offer Document or draft thereof executed or produced on or after the date of this Agreement and copies of all material documents, notices or announcements received or issued by it in relation to the Offer;
(ii) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, reasonable details of any material amendment, waiver or supplement relating to any Acquisition Document;
(iii) BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a copy of every certificate delivered by the Receiving Agent to BidCo and/or its advisers pursuant to the Irish Takeover Rules;
(iv) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a copy of any updated financial information with respect to the Target Group Members which becomes availableavailable to it; and
(v) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, any other information relating to the Offer as the Administrative Agent may reasonably request.
(d) The Borrower and BidCo shall ensure that the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and the Tender Offer Documents supplied to the Administrative Agent collectively contain all the terms and conditions of the Offer and the Acquisition.
(e) Prior to the Funding Date, BidCo shall enter into arrangements with a service provider selected by XxxXx BidCo as receiving agent for the Offer.
(f) BidCo shall (i) send the notices to initiate the Compulsory Acquisition under the 2006 Regulations as soon as practicable and in any event within ten Business Days after the conditions for the issuing of those notices under Irish law in respect of any Target Ordinary Shares are satisfied and (ii) diligently pursue any rights available to it to ensure that all of the Target Ordinary Shares are acquired by BidCo.
(g) BidCo shall promptly inform the Administrative Agent as to the status and progress of the Offer and the Compulsory Acquisition upon request and, without limitation, promptly upon request, provide to the Administrative Agent details of the then current level of acceptances of the Offer received.
(h) The Borrower shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, and BidCo shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower or BidCo not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, except that, in each case where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade or require) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) shall declare the Offer as being lapsed at the earliest opportunity subject to the consent of the Panel, as required.
(i) If the Administrative Agent so requires and as the Administrative Agent may direct, BidCo will, at its own cost and expense, challenge, by way of initiating a judicial review pursuant to Section 13 of the Irish Takeover Panel Act 2007Xxx 0000, any decision, ruling or direction of the Panel if the effect of such decision, ruling or direction would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo.
(j) The Borrower and BidCo shall keep the Administrative Agent informed and consult with it as to:
(i) the terms and conditions of any covenant or undertaking proposed to be given by or on behalf of it or any of its Affiliates Person Controlled by it (or, so far as the Borrower or BidCo is aware, any Target Group Member) to any person for the purpose of obtaining any authorization from a Governmental Authority necessary or desirable in connection with the Offer; and
(ii) any terms or conditions proposed in connection with any authorization from a Governmental Authority necessary or desirable in connection with the Offer.
(k) If the Administrative Agent states that, in its opinion, any proposed covenant, undertaking, term or condition referred to in subsection (j) above might reasonably be expected to have a Material Adverse Effect or otherwise be adverse to the interests of the Lenders, the Borrower and BidCo shall, except as required by the Panel, not waive or treat as satisfied the condition to the Offer relating to that authorization by the relevant Governmental Authority or clearance and, if necessary, where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) if the Panel so agrees, shall declare the Offer as having lapsed at the earliest opportunity.
(l) If, after the Unconditional Date, any Target Senior Notes become due and payable before their stated maturity or any Swap Contract of a Target Group Member is terminated or closed-out before its stated maturity, the Borrower and BidCo shall ensure that the relevant Target Group Member refinances all or any portion of the Target Senior Notes, or any close-out amount payable in connection with that closing-out or termination, and all Liens securing and all guarantees guaranteeing the Target Senior Notes shall be discharged except to the extent that to do so would breach Section 60 of the Companies Act in which event such repayment shall be made within two Business Days of the completion of the Section 60 Financial Assistance Validation Procedure.
(m) BidCo shall (i) on and after the Unconditional Date as soon as practicable after the date or dates upon which it acquires any Target Ordinary Shares, cause such Target Ordinary Shares to be registered in the register of the shareholders of the Target Parent Holdings and cause the Lien on such Target Ordinary Shares in favor of the Collateral Agent to be perfected in accordance with Section 6.10(b) and (ii) as soon as lawful and practicable after the Unconditional Date and in any event prior to the date which is 45 days after the Unconditional Date (A) cause the Target Ordinary Shares to be delisted from the Irish Stock Exchange and cause Target Parent Holdings to be re-registered as a private limited company and (B) cause each Target Group Member, to the extent required, to properly implement the Section 60 Financial Assistance Validation Procedure (if applicable) necessary to lawfully accede to the relevant Loan Documents, pay amounts due under the Loan Documents, perform its obligations under this Agreement and the other Loan Documents and take any other step contemplated by the Funds Flow Statement or the Transaction Description applicable at the relevant time.
(n) (i) BidCo shall cause all proceeds of the BidCo/LuxCo 3 Loan not used on the Funding Date for the purpose set out in Section 6.08(b) to be deposited directly into the Certain Funds Lock-Box Account and shall ensure that the Collateral Agent shall have control over all funds on deposit in the Certain Funds Lock-Box Account.
Appears in 1 contract
Samples: Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)
Offer and Acquisition. (a) The Loan Parties shall ensure that the Tender Offer Documents reflect the terms and conditions of the Offer contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and are posted to the holders of the Target Ordinary Shares within 28 days of the publication of the Subsequent Tender Offer Announcement.
(b) Each Loan Party shall comply in all material respects with all Irish Takeover Rules (subject to any applicable waivers granted by the Panel), the 2006 Regulations, the Companies Acts 1963 to 2012 of Ireland, the US Securities Laws and all applicable laws and regulations relevant in the context of the Offer.
(c) The From time to time:
(i) the Borrower and BidCo shall from time to time promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) , each Offer Document or draft thereof executed or produced on or after the date of this Agreement and copies of all material documents, notices or announcements received or issued by it in relation to the Offer;
(ii) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, reasonable details of any material amendment, waiver or supplement relating to any Acquisition Document;
(iii) BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a copy of every certificate delivered by the Receiving Agent to BidCo and/or its advisers pursuant to the Irish Takeover Rules;
(iv) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a copy of any updated financial information with respect to the Target Group Members which becomes availableavailable to it; and
(v) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, any other information relating to the Offer as the Administrative Agent may reasonably request.
(d) The Borrower and BidCo shall ensure that the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and the Tender Offer Documents supplied to the Administrative Agent collectively contain all the terms and conditions of the Offer and the Acquisition.
(e) Prior to the Funding Date, BidCo shall enter into arrangements with a service provider selected by XxxXx BidCo as receiving agent for the Offer.
(f) BidCo shall (i) send the notices to initiate the Compulsory Acquisition under the 2006 Regulations as soon as practicable and in any event within ten Business Days after the conditions for the issuing of those notices under Irish law in respect of any Target Ordinary Shares are satisfied and (ii) diligently pursue any rights available to it to ensure that all of the Target Ordinary Shares are acquired by BidCo.
(g) BidCo shall promptly inform the Administrative Agent as to the status and progress of the Offer and the Compulsory Acquisition upon request and, without limitation, promptly upon request, provide to the Administrative Agent details of the then current level of acceptances of the Offer received.
(h) The Borrower shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, and BidCo shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower or BidCo not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, except that, in each case where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade or require) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) shall declare the Offer as being lapsed at the earliest opportunity subject to the consent of the Panel, as required.
(i) If the Administrative Agent so requires and as the Administrative Agent may direct, BidCo will, at its own cost and expense, challenge, by way of initiating a judicial review pursuant to Section 13 of the Irish Takeover Panel Act 2007Xxx 0000, any decision, ruling or direction of the Panel if the effect of such decision, ruling or direction would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo.
(j) The Borrower and BidCo shall keep the Administrative Agent informed and consult with it as to:
(i) the terms and conditions of any covenant or undertaking proposed to be given by or on behalf of it or any of its Affiliates Person Controlled by it (or, so far as the Borrower or BidCo is aware, any Target Group Member) to any person for the purpose of obtaining any authorization from a Governmental Authority necessary or desirable in connection with the Offer; and
(ii) any terms or conditions proposed in connection with any authorization from a Governmental Authority necessary or desirable in connection with the Offer.
(k) If the Administrative Agent states that, in its opinion, any proposed covenant, undertaking, term or condition referred to in subsection (j) above might reasonably be expected to have a Material Adverse Effect or otherwise be adverse to the interests of the Lenders, the Borrower and BidCo shall, except as required by the Panel, not waive or treat as satisfied the condition to the Offer relating to that authorization by the relevant Governmental Authority or clearance and, if necessary, where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) if the Panel so agrees, shall declare the Offer as having lapsed at the earliest opportunity.
(l) If, after the Unconditional Date, any Target Senior Notes become due and payable before their stated maturity or any Swap Contract of a Target Group Member is terminated or closed-out before its stated maturity, the Borrower and BidCo shall ensure that the relevant Target Group Member refinances all or any portion of the Target Senior Notes, or any close-out amount payable in connection with that closing-out or termination, and all Liens securing and all guarantees guaranteeing the Target Senior Notes shall be discharged except to the extent that to do so would breach Section 60 of the Companies Act in which event such repayment shall be made within two Business Days of the completion of the Section 60 Financial Assistance Validation Procedure.
(m) BidCo shall (i) on and after the Unconditional Date as soon as practicable after the date or dates upon which it acquires any Target Ordinary Shares, cause such Target Ordinary Shares to be registered in the register of the shareholders of the Target Parent Holdings and cause the Lien on such Target Ordinary Shares in favor of the Collateral Agent to be perfected in accordance with Section 6.10(b) and (ii) as soon as lawful and practicable after the Unconditional Date and in any event prior to the date which is 45 days after the Unconditional Date (A) cause the Target Ordinary Shares to be delisted from the Irish Stock Exchange and cause Target Parent Holdings to be re-registered as a private limited company and (B) cause each Target Group Member, to the extent required, to properly implement the Section 60 Financial Assistance Validation Procedure (if applicable) necessary to lawfully accede to the relevant Loan Documents, pay amounts due under the Loan Documents, perform its obligations under this Agreement and the other Loan Documents and take any other step contemplated by the Funds Flow Statement or the Transaction Description applicable at the relevant time.
(n) (i) BidCo shall cause all proceeds of the BidCo/LuxCo 3 Loan not used on the Funding Date for the purpose set out in Section 6.08(b) to be deposited directly into the Certain Funds Lock-Box Account and shall ensure that the Collateral Agent shall have control over all funds on deposit in the Certain Funds Lock-Box Account.
Appears in 1 contract
Samples: Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)
Offer and Acquisition. (a) The Loan Parties shall ensure that the Tender Offer Documents reflect the terms and conditions of the Offer contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement (it being understood and agreed that although the reduction of the acceptance threshold described in the Tender Offer Documents furnished to the Administrative Agent is not reflected in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement, such reduction shall be permitted to be reflected in such Tender Offer Documents) and are posted to the holders of the Target Ordinary Shares within 28 days of the publication of the Subsequent Tender Offer Announcement.
(b) Each Loan Party shall comply in all material respects with all Irish Takeover Rules (subject to any applicable waivers granted by the Panel), the 2006 Regulations, the Companies Acts 1963 to 2012 of Ireland, the US Securities Laws and all applicable laws and regulations relevant in the context of the Offer.
(c) The From time to time:
(i) the Borrower and BidCo shall from time to time promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:
(i) , each Offer Document or draft thereof executed or produced on or after the date of this Agreement and copies of all material documents, notices or announcements received or issued by it in relation to the Offer;
(ii) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, reasonable details of any material amendment, waiver or supplement relating to any Acquisition Document;
(iii) BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a copy of every certificate delivered by the Receiving Agent to BidCo and/or its advisers pursuant to the Irish Takeover Rules;
(iv) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a copy of any updated financial information with respect to the Target Group Members which becomes availableavailable to it; and
(v) the Borrower and BidCo shall promptly provide to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, any other information relating to the Offer as the Administrative Agent may reasonably request.
(d) The Borrower and BidCo shall ensure that the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and the Tender Offer Documents supplied to the Administrative Agent collectively contain all the terms and conditions of the Offer and the Acquisition.
(e) Prior to the Initial Funding Date, BidCo shall enter into arrangements with a service provider selected by XxxXx BidCo as receiving agent for the Offer.
(f) BidCo shall (i) send the notices to initiate the Compulsory Acquisition under the 2006 Regulations as soon as practicable and in any event within ten Business Days after the conditions for the issuing of those notices under Irish law in respect of any Target Ordinary Shares are satisfied and (ii) diligently pursue any rights available to it to ensure that all of the Target Ordinary Shares are acquired by BidCo.
(g) BidCo shall promptly inform the Administrative Agent as to the status and progress of the Offer and (including whether the 90% Acceptance Threshold has been met) and, if consummated, the Compulsory Acquisition Acquisition, in each case upon request and, without limitation, promptly upon request, provide to the Administrative Agent details of the then current level of acceptances of the Offer received.
(h) The Borrower shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, and BidCo shall promptly inform the Administrative Agent of any circumstance or event that has occurred which is a condition to the Offer which, if not waived, would entitle the Borrower or BidCo not to proceed with the Offer and shall, at the request of the Administrative Agent, promptly invoke such condition and lapse the Offer, except that, in each case where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade or require) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) shall declare the Offer as being lapsed at the earliest opportunity subject to the consent of the Panel, as required.
(i) If the Administrative Agent so requires and as the Administrative Agent may direct, BidCo will, at its own cost and expense, challenge, by way of initiating a judicial review pursuant to Section 13 of the Irish Takeover Panel Act 2007Axx 0000, any decision, ruling or direction of the Panel if the effect of such decision, ruling or direction would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo.
(j) The Borrower and BidCo shall keep the Administrative Agent informed and consult with it as to:
(i) the terms and conditions of any covenant or undertaking proposed to be given by or on behalf of it or any of its Affiliates Person Controlled by it (or, so far as the Borrower or BidCo is aware, any Target Group Member) to any person for the purpose of obtaining any authorization from a Governmental Authority necessary or desirable in connection with the Offer; and
(ii) any terms or conditions proposed in connection with any authorization from a Governmental Authority necessary or desirable in connection with the Offer.
(k) If the Administrative Agent states that, in its opinion, any proposed covenant, undertaking, term or condition referred to in subsection (j) above might reasonably be expected to have a Material Adverse Effect or otherwise be adverse to the interests of the Lenders, the Borrower and BidCo shall, except as required by the Panel, not waive or treat as satisfied the condition to the Offer relating to that authorization by the relevant Governmental Authority or clearance and, if necessary, where the consent of the Panel is required to invoke such condition, the Borrower or BidCo, as applicable, (i) at the request of the Administrative Agent, shall promptly request (and use all reasonable efforts (including the exercise in full of all rights of appeal) to persuade) the Panel to agree to the Borrower or BidCo, as applicable, not proceeding with the Offer as a result of the non-satisfaction of such condition (taking into consideration such representations as the Lenders shall request), (ii) if the Panel so agrees, shall not waive that condition or treat it as satisfied and (iii) if the Panel so agrees, shall declare the Offer as having lapsed at the earliest opportunity.
(l) If, after the Unconditional Date, any Target Senior Notes become due and payable before their stated maturity or any Swap Contract of a Target Group Member is terminated or closed-out before its stated maturity, the Borrower and BidCo shall ensure that the relevant Target Group Member refinances all or any portion of the Target Senior Notes, or any close-out amount payable in connection with that closing-out or termination, and all Liens securing and all guarantees guaranteeing the Target Senior Notes shall be discharged except to the extent that to do so would breach Section 60 of the Companies Act in which event such repayment shall be made within two Business Days of the completion of the Section 60 Financial Assistance Validation Procedure.
(m) BidCo shall (i) on and after the Unconditional Date as soon as practicable after the date or dates upon which it acquires any Target Ordinary Shares, cause such Target Ordinary Shares to be registered in the register of the shareholders of the Target Parent Holdings and cause the Lien on such Target Ordinary Shares in favor of the Collateral Agent to be perfected in accordance with Section 6.10(b) and (ii) so long as the 90% Acceptance Threshold is met, as soon as lawful and practicable after the Unconditional Date and in any event prior to or otherwise if BidCo acquires 100% of the date which is 45 days after the Unconditional Date Target Ordinary Shares (A) cause the Target Ordinary Shares to be delisted from the Irish Stock Exchange and cause Target Parent Holdings to be re-registered as a private limited company and (B) cause each Target Group Member, to the extent required, to properly implement the Section 60 Financial Assistance Validation Procedure (if applicable) necessary to lawfully accede to the relevant Loan Documents, pay amounts due under the Loan Documents, perform its obligations under this Agreement and the other Loan Documents and take any other step contemplated by the Funds Flow Statement or the Transaction Description applicable at the relevant time.
(n) i[Reserved].
(o) If any Announced Transaction Approval shall occur, the Borrower and BidCo shall cause all proceeds immediately lapse and terminate the Offer to the extent permitted by the Panel, except with the prior written consent of the Administrative Agent. If the Administrative Agent so requires and as the Administrative Agent may direct, RPIFT will cause BidCo/LuxCo 3 Loan not used on , at the Funding Date for cost of BidCo, to resist or assist in resisting any challenge by way of judicial review pursuant to Section 13 of the purpose set out in Section 6.08(bIrish Takeover Panel Act 2007 of any decision, ruling or direction of the Panel if the effect of such challenge would be to render any condition of the Offer unavailable or to prevent any condition of the Offer being invoked by BidCo.
(p) to be deposited directly into Notwithstanding the Certain Funds Lock-Box Account and shall ensure fact that the Collateral Agent 90% Acceptance Threshold may or may not be met as of any date and regardless of whether the Compulsory Acquisition is consummated, the Borrower and BidCo shall have control over all funds use commercially reasonable efforts on deposit an ongoing basis to cause BidCo to acquire 100% of the Target Ordinary Shares so long as this Agreement is in the Certain Funds Lock-Box Accounteffect.
Appears in 1 contract
Samples: Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)
