Offer Conditions Clause Samples
The Offer Conditions clause sets out specific requirements or events that must be satisfied before an offer becomes binding or can proceed to completion. Typically, these conditions might include obtaining regulatory approvals, securing financing, or achieving certain due diligence outcomes. By clearly outlining these prerequisites, the clause ensures that both parties understand what must occur before the transaction is finalized, thereby reducing uncertainty and allocating risk if the conditions are not met.
POPULAR SAMPLE Copied 1 times
Offer Conditions. This Agreement and your continued employment with the Company are conditioned on you accepting and returning a signed copy of this Agreement. This Agreement is also conditioned on: (a) you not being subject to any confidentiality, non-competition, or any other similar type of restriction that may affect your ability to perform your work at the Company; and (b) you not having been debarred, or having received notice of any action or threat with respect to debarment, under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. 335(a) or any similar legislation applicable in the US or in any other country where the Company intends to develop its activities. By signing this Agreement, you represent and warrant that you are not subject to any such limitations or restrictions.
Offer Conditions. Notwithstanding any other provisions of the Offer and in addition to Merger Sub’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Agreement and applicable Law, neither Parent nor Merger Sub shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and not validly withdrawn, if:
Offer Conditions. “Offer Conditions” is defined in Section 1.1(b) of the Agreement.
Offer Conditions. Subject to the rights and obligations of Merger Sub to extend and/or amend the Offer in accordance with the terms and conditions of this Agreement, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act), pay for any tendered Company Shares, and Merger Sub may (and Parent may cause Merger Sub to) pursuant to Section 1.1(e) delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC (including Rule 14e1(c) under the Exchange Act) the payment for, any Company Shares that are validly tendered in the Offer (and not validly withdrawn) prior to the scheduled expiration of the Offer, in the event that:
(i) at the scheduled expiration of the Offer, there shall not have been validly tendered in accordance with the terms of the Offer (after giving effect to any withdrawals of previously tendered Company Shares) a number of Company Shares that, taken together with any Company Shares then owned by Parent and Merger Sub, represent more than 50.00% of all then outstanding Company Shares (the “Minimum Condition”); or
(ii) at the scheduled expiration of the Offer the waiting period (and any extensions thereof) applicable to the transactions contemplated by this Agreement (including the Offer and the Merger) under the HSR Act shall not have expired or been terminated (the “Regulatory Condition”); or
(iii) (A) any of the representations and warranties set forth in Section 3.1(a) (Organization and Good Standing), Section 3.2 (Authorization and Enforceability), Section 3.31 (Brokers) and Section 3.32 (No Rights Plan) (collectively, the “Specified Representations”) shall not have been true and correct as of the date of this Agreement or shall not be true and correct as of immediately prior to the scheduled expiration of the Offer with the same force and effect as if made on and as of such time (other than any such representation or warranty that is made only as of a specified date, which need only be true and correct as of such specified date); (B) the representations and warranties set forth in paragraphs (a), (b) or (d) of Section 3.5 (Capitalization) of this Agreement (the “Capitalization Representation”) shall not have been true and correct other than for de minimus inaccuracies as of the date hereof or shall not be true and correct other than for de minimus inaccuraci...
Offer Conditions. “Offer Conditions” shall have the meaning set forth in Section 1.1(b).
Offer Conditions. Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered shares of Company Common Stock promptly after expiration or termination of the Offer), to pay for any shares of Company Common Stock tendered, and may postpone the acceptance for payment or, subject to the restriction referred to above, payment for any shares of Company Common Stock tendered, and (subject to Section 1.1(b) of the Agreement, as defined below) may amend or terminate the Offer (whether or not any shares of Company Common Stock have theretofore been purchased or paid for) if:
(i) there have not been validly tendered and not withdrawn prior to the time the Offer shall otherwise expire a number of shares of Company Common Stock which, together with any shares of Company Common Stock beneficially owned by Parent and its affiliates, constitutes at least two thirds of the shares of Company Common Stock outstanding on a fully diluted basis; or
(ii) any applicable waiting periods under the HSR Act (or similar provisions of the laws of Canada or Mexico) applicable to the transactions contemplated by the Agreement shall not have expired or been terminated prior to the expiration of the Offer; or
(iii) at any time on or after the date of the Agreement and before acceptance for payment of such shares of Company Common Stock any of the following events shall occur and be continuing:
(A) any U.S. or foreign governmental entity or any foreign, Federal, state or local court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (other than the application to the Offer and the Merger of applicable waiting periods under the HSR Act (or similar provisions of the laws of Canada or Mexico) which is in effect and which (1) prevents or prohibits consummation of the Offer or the Merger, (2) prohibits or limits the ownership or operation by the Company, Parent or any of their affiliates or Subsidiaries of all or any material portion of the business or assets of the Company or any of its Subsidiaries, (3) imposes material limitations on the ability of Parent, Purchaser or any other Subsidiary of Parent to hold or to exercise effectively full rights of ownership of the shares of Co...
Offer Conditions. To be eligible for this program, your site(s) must be located in the Province of Alberta. This offer is not open to customers purchasing electricity for Sites located in certain Rural Electrification Associations, in the City of Medicine Hat service area, or to consumers of Natural Gas located in a franchise area controlled by rural gas cooperatives.
Offer Conditions. The Offer and the contracts which come into existence as a result of its acceptance by the AKASOL Shareholders are subject to the following conditions (the “Offer Conditions”): [Note: Set of regulatory conditions depends on the outcome of the currently ongoing regulatory analysis and may be amended as required.]
Offer Conditions. The Offer Conditions (as defined in the Acquisition Agreement (as of July 1, 2014)) shall have been satisfied or (subject to the following) waived in accordance with the terms and conditions of the Acquisition Agreement (as of July 1, 2014), and no provision of the Acquisition Agreement or any other Acquisition Document (including such Offer Conditions) shall have been waived, amended, supplemented or otherwise modified, and no consent or request by the Borrower or any of its Subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders without each Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Without limiting the foregoing, it is understood that any modification or waiver of the Minimum Condition (as defined in the Acquisition Agreement) under the Tender Offer Documents shall be considered materially adverse to the interests of the Lenders.
Offer Conditions. The Offer Conditions are described in Section 15 — “Conditions of the Offer.”