Offer related undertakings Sample Clauses
Offer related undertakings. (a) The Company shall ensure that Bidco complies with all applicable laws and regulations concerning the Acquisition (in particular, but not limited to US federal securities law and “Delaware General Corporation Law”).
(b) The Company shall ensure that any publications and documents relating to the Offer will be promptly supplied to the Agent and contain all the material terms and conditions of the Offer including Bidco’s intention to conduct the Squeeze-out.
(c) The Company shall ensure that Bidco will not without the prior written consent of the Agent (acting on the instructions of all the Lenders) waive the “Minimum Condition” (as defined in the Offer).
(d) The Company shall ensure that BidCo will not increase the offer price per Share above US Dollars 9.15 without the prior written consent of the Agent (acting on the instructions of all the Lenders).
(e) The Company shall ensure that no action is taken by or on behalf of any member of the Group (including Bidco) or any person acting in concert with any member of the Group which would or may require an increase in the offer price per Share above US Dollars 9.15 per Share except with the prior consent of the Agent (acting on the instructions of all the Lenders).
(f) The Company shall keep the Agent informed as to
(i) any change or amendment of, in whole or in part, any term of the Offer Document; and
(ii) the issuance of any press release or other publicity which refers to the Offer.
(g) The Company shall keep the Agent informed in all material respects as to the status and progress of the Offer and, in particular, will (i) promptly supply the Agent with copies of all material documents and certificates issued or received in relation to the Offer, and (ii) from time to time and promptly upon request give to the Agent details of the current level of acceptances of the Offer.
(h) The Company shall ensure that, until completion of the Merger, no member of the Group apart from Bidco shall hold or purchase shares in the Target and that such shares in the Target are, or will be upon acquisition, owned by it free from any Security Interest.
(i) The Company shall ensure that the Squeeze-out process is initiated as soon as practicable after the consummation of the Offer.
(j) Promptly after the effectiveness of the Merger, the Company will provide the Agent with a certificate of the Delaware Secretary of State certifying the effectiveness of the Merger, which certificate may be in the form customarily used by the ...
Offer related undertakings. The Company will and will cause the Borrower to comply with the terms of the Offer.
Offer related undertakings. Dynea undertakes to procure that it and Nordkem shall unless the Facility Agent (acting on the instructions of the Majority Banks) otherwise agrees:
Offer related undertakings. (i) There shall have been no amendments of the Offer with respect to the Offer timetable and the Offer Price and no amendments or waivers of the conditions to the Offer set forth in the Offer Documents, other than Agreed Offer Amendments, without the prior written consent of the Administrative Agent and the Lead Arrangers;
(ii) The Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer, shall not have permitted any circumstances to arise whereby a mandatory offer in respect of the Target Shares was or is required to be made by the Borrower or Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer by the terms of any applicable Swiss Laws; and
(iii) There shall have been no breach of the Best Price Rule in relation to the Offer as a result of actions taken by the Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer, which would or may require the amendment of any material term of the Offer (including, without limitation, an increase in the Offer Price or the maximum total consideration payable for all the Target Shares).
Offer related undertakings. (a) The Borrower or Bidco will launch a ninety-eight percent (98.0%) squeeze out procedure within three (3) months after the Funding Date if they acquire in excess of ninety-eight percent (98.0%) of the shares of the Target within such period, or, thereafter they will launch a ninety percent (90.0%) squeeze out procedure as soon as reasonably practicable after they become entitled to do so;
(b) Bidco and the Target will, upon Bidco holding one hundred percent (100.0%) of the Capital Stock of the Target, immediately implement the delisting of the Target’s Capital Stock from SIX Stock Exchange;
(c) Bidco shall take all reasonable steps to enforce its rights under the Transaction Agreement and related documents;
(d) The Borrower and Bidco shall ensure that during the Best Price Period no action is taken (including, but not limited to, open market purchases of Target Shares by the Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer), which would or may require the amendment of any material term of the Offer (including, without limitation, an increase in the Offer Price for the Target Shares or the maximum total consideration payable for all the Target Shares);
(e) The Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer shall comply in all material respects with Swiss takeover Law and applicable Swiss Laws in relation to the Offer;
(f) The Borrower shall deliver to the Administrative Agent of all information reasonably requested regarding the Offer and acceptances of the Offer and all documents, notices or announcements, in each case, of a material nature, received or issued by the Borrower, Bidco or any other Person deemed (as a matter of Swiss Law) to be acting in concert with the Borrower or Bidco in relation to the Offer; and
(g) The Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer shall take all actions necessary to ensure that the Offer Documents are consistent in all material respects with the agreed form of the Pre-Announcement in respect of the Offer published on April 10, 2017 unless such amendment or waiver was an Agreed Offer Amendment and could not reasonably be expected to be or have been materially adv...
Offer related undertakings