Offer and Acquisition. (a) The Acquisition Documents delivered to the Administrative Agent under Section 4.01(c)(iii), as they may be amended or waived in accordance with this Agreement, contain all the terms of the Offer, are consistent with the terms and conditions of the Offer set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement in all material respects and the conduct of the Offer by BidCo is in compliance in all material respects with the Irish Takeover Rules and the US Securities Laws. (b) To the best knowledge and belief of BidCo after due and careful inquiry, all statements of fact contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement and the Offer Documents are true and accurate in all material respects as of the date of the Subsequent Tender Offer Announcement or relevant Offer Document and contain all material terms of the Acquisition. (c) The conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement have not been waived, amended or otherwise modified in any material respect since the date of the Refinancing and Funding Agreement, except as permitted by this Agreement.
Appears in 4 contracts
Samples: Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD), Credit Agreement (Echo Pharma Acquisition LTD), Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)
Offer and Acquisition. (a) The Acquisition Documents delivered to the Administrative Agent under Section 4.01(c)(iii), as they may be amended or waived in accordance with this Agreement, contain all the terms of the Offer, are consistent with the terms and conditions of the Offer set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement Announcements in all material respects and the conduct of the Offer by BidCo is in compliance in all material respects with the Irish Takeover Rules and the US Securities Laws.
(b) To the best knowledge and belief of BidCo after due and careful inquiry, all statements of fact contained in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement Announcements and the Offer Documents are true and accurate in all material respects as of the date of the latest Subsequent Tender Offer Announcement or relevant Offer Document and contain all material terms of the Acquisition.
(c) The conditions set forth in the Initial Tender Offer Announcement as amended by the Subsequent Tender Offer Announcement Announcements have not been waived, amended or otherwise modified in any material respect since the date of the Refinancing and Funding Agreement, except as permitted by this Agreement.
(d) All necessary waivers and rulings required to be obtained from the Panel to enable BidCo to issue the Contingent Value Rights in the form set out in the Contingent Value Rights Documents have been obtained, and the Contingent Value Rights described in such Contingent Value Rights Documents have not been materially amended or otherwise modified except for amendments required by the Panel or otherwise with the prior written consent of the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Echo Pharma Acquisition LTD), Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)