Offer Memorandum Sample Clauses
An Offer Memorandum clause defines the formal document that outlines the terms and conditions of an offer, typically in the context of a business transaction or acquisition. This clause specifies what information must be included in the memorandum, such as pricing, timelines, and any contingencies, and may set requirements for how and when the memorandum is to be delivered to relevant parties. Its core practical function is to ensure that all parties have a clear, comprehensive, and consistent understanding of the offer, thereby reducing misunderstandings and facilitating informed decision-making.
Offer Memorandum. The offer memorandum (biedingsbericht) filed (or to be filed) by the Borrower with, and approved (or to be approved) by, the AFM and (ii) the tender offer document filed with or submitted to the SEC, with respect to the Borrower’s offer to purchase all of the Corporate Express Shares (and, if applicable, the convertible debt of Corporate Express), in each case, which shall contain customary offer terms and conditions.
Offer Memorandum. On the Commencement Date, the Offeror shall make an offer memorandum (biedingsbericht) generally available in The Netherlands (such document, together with all amendments and supplements thereto, the "Offer Memorandum"). The Company shall also post the Offer Memorandum on its website on the Commencement Date. The Offeror shall procure that the Offer Memorandum shall comply as to form and substance with the requirements of the Merger Rules, subject to clause 2.10. The Offer Memorandum shall be made available in the English language with a summary in the Dutch language, whereby the English language Offer Memorandum shall prevail over the Dutch language summary.
Offer Memorandum. 3.6.1. The Offeror shall prepare an offer memorandum (biedingsbericht) regarding the Offer (including all amendments and supplements thereto, the "Offer Memorandum") which, subject to the terms and conditions of this Merger Protocol, shall set forth the final agreement between the Parties in respect of the Offer and the Offeror shall procure that the Offer Memorandum complies with the Bidding Rules and shall be consistent with current Dutch market practice and this Merger Protocol. The Company shall promptly provide the Offeror all information with respect to the Group as reasonably required by the Offeror for the preparation of the Offer Memorandum. The Offeror shall give the Company reasonable opportunity to review and comment on drafts of the Offer Memorandum and the Offeror shall incorporate and reflect all comments reasonably made by the Company or any of its advisors in respect of any parts relating to the Group, this Merger Protocol or the Transaction. The Offeror shall not file the Offer Memorandum for approval with the AFM before written approval from the Company has been obtained with respect (and only with respect) to the sections relating to the Group (which approval shall not unreasonably be withheld, conditioned or delayed).
3.6.2. The Parties shall provide each other and their respective advisors with (i) any comments or other communications, whether written or oral, that a Party or its advisors may receive from time to time from the AFM with respect to the Offer Memorandum and requests for additional information promptly after receipt of those comments and other communications, (ii) a reasonable opportunity to review and comment upon the response of the Offeror (to the extent that they are not solely relating to the Offeror) or the Company, as the case may be, to those comments, and (iii) an opportunity to participate with the other Party or its advisors in any discussions or meetings with the AFM, except for discussions that are of minor significance.
3.6.3. Each Party shall promptly inform the other Party if any of the information in the Offer Memorandum, or any other document pursuant to which the Offer will be made in any jurisdiction, has become incomplete, inaccurate or misleading and shall fully co-operate with any requests for additional information the AFM (or any other applicable Governmental Entity) may have, and shall take all appropriate steps to correct the Offer Memorandum (or the other relevant document) or to enable the Off...