Offer Covenants Sample Clauses

Offer Covenants. (a) Except with the prior consent of the Majority Lenders, the Company must not, and must ensure that Bidco will not:
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Offer Covenants. (a) Parent shall procure BPC1 to (i) immediately upon satisfying the requirements of Section 661A(1) or 661A(3) of the Corporations Act (whichever occurs earlier), promptly give the Administrative Agent notice of satisfying those requirements and that BPC1 does not extend the offer period for the Offer after that time without the consent of the Administrative Agent, (ii) exercise any and all rights which it has under Part 6A.1 of the Corporations Act to compulsorily acquire all ordinary shares in Xxxxxxx Xxxxxxx (including, without limitation, any Xxxxxxx Xxxxxxx ordinary shares issued within six weeks of the closing of the Offer as a result of the exercise of Xxxxxxx Xxxxxxx share options) so that, in all events, BPC1 lodges a compulsory acquisition notice with the Australian Securities and Investments Commission pursuant to Section 661B(1) of the Corporations Act no later than five Business Days after the closing of the Offer, (iii) if the Offer becomes or is declared unconditional, promptly give to the Administrative Agent a copy of the notification by BPC1 under the Corporations Act that the Offer is unconditional, and (iv) promptly give the Administrative Agent notice of the waiver or satisfaction of any condition in the Offer.
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Offer Covenants. 24.1 Compliance in connection with the Offer and Delisting Offer
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Offer Covenants. If the Acquiror takes up and pays for Shares pursuant to the Offer, the Acquiror and the Company agree to use all reasonable efforts to enable the Acquiror to acquire the balance of the Shares as soon as practicable after completion of the Offer by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction carried out for a consideration per Share of not less than that offered under the Offer. The Company agrees and represents that its board of directors has determined unanimously to use its and their respective reasonable efforts to enable the Acquiror to elect or appoint all of the directors of the Company as soon as possible after the Acquiror takes up and pays for at least 50% of the Shares pursuant to the Offer. OUTSTANDING STOCK OPTIONS. The Acquiror agrees to offer to all holders of outstanding options, other than the directors of the Company, whether held pursuant to the Company's stock option plan and other compensation arrangements or otherwise, the opportunity to exchange their options into options to acquire common shares of the capital of the Acquiror (the "EXCHANGE OPTIONS") on terms and in accordance with the conditions set forth in Schedule C. The Company agrees and represents that its board of directors has unanimously resolved to use its and their respective reasonable efforts to encourage all such holders of outstanding options, other than the directors of the Company, to exchange their options, at the expiry of the Offer, into Exchange Options. The Acquiror will take all reasonable actions under applicable securities laws in the United States and the Province of Quebec to enable the holders of Exchange Options to resell the underlying shares of the Acquiror without registration or other similar requirements. The directors of the Company will be permitted to exercise their vested options and to sell the Shares they will have acquired pursuant to such exercise under the Offer provided however that the vesting schedule for such options shall not be accelerated by the Company in connection with the Offer or otherwise after the date hereof.
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Offer Covenants 
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Related to Offer Covenants

  • Seller Covenants Seller covenants and agrees as follows:

  • Buyer Covenants The Buyer covenants as follows:

  • Purchaser Covenants Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing Date; and

  • Director Covenants Director agrees that for a period of two (2) years from the Effective Time, Director shall not, directly or indirectly, individually or as an employee, partner, officer, director, promoter or shareholder or in any other capacity whatsoever, except in the performance of customary legal, accounting, insurance, or investment or investment management services as performed at the time of execution of the Agreement or of a similar nature:

  • BORROWER COVENANTS Borrower covenants and agrees that:

  • Other Covenants (Section 5.1): Borrower shall at all times comply with all of the following additional covenants:

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Further Covenants The Company hereby covenants and agrees that:

  • Continuing Covenants Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

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