Open Offer Sample Clauses

Open Offer. Subject to the fulfilment of the conditions set out in clause 2.1:
Sample 1
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Open Offer. 3.1 The closing of the transaction herein (the "Closing") shall occur on or before 90 days from the date the last party to the Agreement has signed below.
Sample 1
Open Offer. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The information included in such prospectus that was omitted from the registration statement at the time it became effective but that is deemed to be part of the registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information." The Company has prepared three prospectuses in connection with the International Offer:
Sample 1
Open Offer. The Sponsor shall not have given notice pursuant to the Sponsor's and Open Offer Agreement to terminate the same.
Sample 1
Open Offer. If you wish to participate in the Open Offer, you should complete, sign and return the enclosed Application Form, together with a pounds sterling cheque or banker's draft for the full amount payable on application. The cheque or banker's draft must be drawn on a United Kingdom branch of a qualifying bank or building society, as further described in Part II of this document under the heading "Procedure for application and payment". The Application Form should be completed, signed and returned to the offices of the Company's registrars, Lloyds TSB Registrars, Antholin House, 71 Queen Street, London EC4N 1SL (by hand only during xxxxxx xxxxxxxx xxxxx) xx xxxxxxxxxx xxxx xxx xxxxxxctions printed on it so as to arrive no later than 3.00 p.m. on 23 May 2003. Application Forms received after that time will not be valid. A reply-paid envelope is enclosed for your convenience. SHAREHOLDERS SHOULD BE AWARE THAT THE OPEN OFFER IS NOT A RIGHTS ISSUE. ENTITLEMENTS TO NEW ORDINARY SHARES WILL NEITHER BE TRADEABLE NOR SOLD IN THE MARKET FOR THE BENEFIT OF QUALIFYING SHAREHOLDERS WHO DO NOT APPLY FOR THEM IN THE OPEN OFFER. INSTEAD, ANY NEW ORDINARY SHARES SUBJECT TO THE CONDITIONAL PLACING WHICH ARE NOT TAKEN UP BY QUALIFYING SHAREHOLDERS WILL BE ISSUED AT THE OFFER PRICE TO PLACEES (TO THE EXTENT PROCURED) OR, FAILING WHICH, TO CAZENOVE IN ACCORDANCE WITH ITS OBLIGATIONS UNDER THE PLACING AND OPEN OFFER AGREEMENT, WITH THE PROCEEDS RETAINED FOR THE BENEFIT OF THE COMPANY. ALTHOUGH MOST SHAREHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION IN THEIR SHAREHOLDINGS FOLLOWING THE FIRM PLACING, SHAREHOLDERS WHO DO NOT PARTICIPATE IN THE OPEN OFFER WILL EXPERIENCE FURTHER SIGNIFICANT DILUTION IN THEIR SHAREHOLDINGS. BEFORE MAKING ANY DECISION TO ACQUIRE ORDINARY SHARES, YOU ARE ASKED TO READ AND CAREFULLY CONSIDER ALL THE INFORMATION CONTAINED IN THIS DOCUMENT, INCLUDING IN PARTICULAR THE IMPORTANT INFORMATION SET OUT IN PARAGRAPH 1 OF THIS LETTER AND THE RISK FACTORS SET OUT IN PART IV OF THIS DOCUMENT.
Sample 1
Open Offer. Pursuant to the Restructuring Agreement, the Company will propose the Open Offer on the basis of one (1) Offer Share for every two (2) Consolidated Shares held by the Qualifying Shareholders on the Open Offer Record Date. A total of 63,895,277 Offer Shares will be issued and allotted by the Company at the Issue Price of HK$0.16 per Offer Shares and the funds to be raised before expenses via the issuance of the Offer Shares will be approximately HK$10.22 million. The 63,895,277 Offer Shares represents approximately (i) 1.25% of the existing issued share capital of the Company; and (ii) 5.22% of the issued share capital of the Company upon completion of the Capital Reorganisation as enlarged by the issuance and allotment of the Subscription Shares and the Offer Shares. Public float Pursuant to the Restructuring Agreement, the Investor undertakes to ensure compliance with the minimum public float requirement of Rule 8.08 of the Listing Rules. As at the date of this announcement, the Investor intends to engage independent placing agent(s) to place down such number of Subscription Shares as may be required to restore the public float to placee(s) who and whose ultimate beneficial owner(s) will be third parties independent of the Investor and parties acting in concert with it, subject to the terms and conditions of such placing agreement(s) to be entered into between the Investor and the placing agent(s). IMPLICATIONS UNDER THE LISTING RULES Pursuant to Rule 7.27B of the Listing Rules, a listed issuer may not undertake a rights issue, open offer or specific mandate placings that would result in a theoretical dilution effect of 25% or more, unless the Stock Exchange is satisfied that there are exceptional circumstances. The Subscription, Open Offer and issuance of Conversion Shares upon conversion in full of all the Convertible Bonds will result in a theoretical dilution effect of 87.84%, which is over the 25% threshold as specified under Rule 7.27B of the Listing Rules. The Company considers there are exceptional circumstances for the Company. The Subscription, the Open Offer and the specific mandate for the issuance and allotment of the Subscription Shares, the Offer Shares and the Conversion Shares will be subject to approval by the Independent Shareholders at the SGM by way of poll. As at the date of this announcement, since the Company has no controlling shareholder (as ascribed in the Listing Rules), the Directors (other than the independent non-executive D...
Sample 1
Open Offer. Pursuant to the Restructuring Agreement, the Company will propose the Open Offer on the basis of one (1) Offer Shares for every two (2) Consolidated Shares held by the Qualifying Shareholders on the Open Offer Record Date. As at the date of this announcement, the issued share capital of the Company comprises 5,111,622,235 Existing Shares. Assuming there is no change in the issued share capital of the Company from the date of this announcement up to the Open Offer Record Date, a total of 63,895,277 Offer Shares, representing approximately 5.22% of the enlarged issued share capital of the Company upon completion of the Capital Reorganisation, the Subscription and the Open Offer, will be issued and allotted by the Company to the Qualifying Shareholders at the Issue Price of HK$0.16 per Offer Share. The proposed terms of the Open Offer are summarised as follows:–
Sample 1
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Open Offer. 15.1 On or after the Effective Date, but prior to the listing of PEFRL Shares, Indigold and/or its Affiliates may make an Open Offer to the public shareholders of PEFRL to acquire from such public shareholders up to 26% of the issued post Demerger and paid up equity share capital of PEFRL based on the price per share of Rs. 175 (One Hundred and Seventy Five).
Sample 1
Open Offer. The Company shall propose the Open Offer on the basis of one (1) Offer Shares for every two (2) Consolidated Shares held by the Qualifying Shareholders on the Open Offer Record Date. As at the date of this announcement, the issued share capital of the Company comprises 5,111,622,235 Existing Shares. Assuming there is no change in the issued share capital of the Company from the date of this announcement up to the Open Offer Record Date, a total of 63,895,277 Offer Shares, representing approximately 33.33% of the enlarged issued share capital of the Company upon completion of the Capital Reorganisation and the Open Offer, shall be issued and allotted by the Company to the Qualifying Shareholders. Public float Pursuant to the Restructuring Agreement, the Investor undertakes to ensure compliance with the minimum public float requirement of Rule 8.08 of the Listing Rules by way of placing down of the Subscription Shares to independent third parties. The completion of the Subscription, the Open Offer and the placing down of the Subscription Shares for the fulfilment of minimum public float requirement (if any) shall take place simultaneously upon Completion. Conditions precedent of the Proposed Restructuring Completion is conditional on each of the following conditions precedent being satisfied (or waived by the Company, the Provisional Liquidators and the Investor in writing) on or before the Long Stop Date:–
Sample 1

Related to Open Offer

  • Participation in Underwritten Offerings No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article II.

  • Underwritten Offering Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

  • Underwritten Offerings Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

  • Piggyback Underwritten Offerings In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

  • Requested Underwritten Offerings If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including indemnities and contribution agreements on substantially the same terms as those contained herein or as otherwise customary for the lead underwriter. Every Participating Holder shall be a party to such underwriting agreement. Each Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations of a selling shareholder, including representations, warranties or agreements regarding its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

  • Demand Underwritten Offerings If requested by the sole or lead managing Underwriter for any Underwritten Offering effected pursuant to a Demand Registration, the Company shall enter into a customary underwriting agreement with the Underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each Holder of Registrable Securities participating in such offering and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnification and contribution to the effect and to the extent provided in Section 5.

  • Not an Offer Seller’s delivery of unsigned copies of this Agreement is solely for the purpose of review by the party to whom delivered, and neither the delivery nor any prior communications between the parties, whether oral or written, will in any way be construed as an offer by Seller, nor in any way imply that Seller is under any obligation to enter the transaction which is the subject of this Agreement. The signing of this Agreement by Buyer constitutes an offer which will not be deemed accepted by Seller unless and until Seller has signed this Agreement and delivered a duplicate original to Buyer.

  • Reduction of Underwritten Offering If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

  • Requirements for Participation in Underwritten Offerings No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

  • Request for Underwritten Offering In the event that one or more Holders collectively elect to dispose of at least one million Registrable Securities (subject to adjustment pursuant to Section 3.04) under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by such Holders, retain underwriters in order to permit such Holders to effect such sale though an Underwritten Offering. The obligation of the Partnership to retain underwriters shall include entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07 and taking all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities. The Partnership shall, upon request of the Holders, cause its management to participate in a roadshow or similar marketing effort on behalf of the Holders.

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