Scheme and Offer Sample Clauses

The 'Scheme and Offer' clause defines the structure and terms under which a proposed transaction, such as a merger or acquisition, will be implemented. It typically outlines the mechanism—whether by scheme of arrangement, takeover offer, or another method—by which shareholders or stakeholders will be approached and how their approval will be sought. For example, it may specify the steps for submitting an offer to shareholders and the conditions that must be met for the transaction to proceed. This clause ensures all parties understand the procedural framework for the deal, reducing uncertainty and providing a clear roadmap for execution.
Scheme and Offer. (a) The Borrower covenants and agrees that from the Effective Date it will: (i) Issue a Press Release (consistent in all material respects with the draft Press Release delivered to the Agent pursuant to Section 7.1(3)) on or before the date falling three Business Days after the Effective Date, and not release any other Press Release unless (x) other than pursuant to and in accordance with Section 8.1(15)(a)(vi), or (y) other than with such amendments which would not contravene Section 8.1(15)(b), that Press Release is consistent in all material respects with the draft Press Release delivered to the Agent pursuant to Section 7.1(3). (ii) Except as consented to by the Joint Lead Arrangers, ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may be and, in each case, other than the Press Release) are consistent in all material respects with the form of the Press Release issued pursuant to Section 8.1(15)(a)(i) above subject to any variation required by the Court (in the case of a Scheme) or the Panel and, in each case, to any variations which would not contravene Section 8.1(15)(b). In the case of an Offer, the Acceptance Condition must not be capable of being satisfied unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by Bidco, result in Bidco (directly or indirectly) holding shares representing, in any case, at least 75.0% (or such lower percentage as agreed to by the Joint Lead Arrangers) of all Target Shares carrying voting rights issued (excluding any shares held in treasury) as at the date on which the Offer becomes or is declared unconditional as to acceptances (the “Minimum Acceptance Level”). (iii) Comply in all material respects with the Takeover Code and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by, or requirements of, the Court, the Panel or any other Governmental Authority. (iv) Promptly provide the Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices (if relevant)), any regulatory and anti-trust clearances required in connection with the Targe...
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Scheme and Offer. On or before the Target Acquisition Funding Date, the Company will not (and will procure that each Affiliate of the Company and Bidco will not): (a) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), increase, or announce an increase in, the price per share at which the Scheme or Offer (as the case may be) is proposed (and procure that no Person acting in concert (as defined by the Panel and the City Code) and controlled by any Affiliate of the Company, knowingly takes an action requiring an increase in such price), or otherwise increase the acquisition consideration or otherwise increase the acquisition consideration unless such increase is funded solely from an additional equity contribution from Bidco or other indebtedness permitted to be incurred under the terms of this Agreement; (b) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), amend, vary, waive or otherwise modify the terms and conditions of the Offer or Scheme set out in the relevant Press Release or Acquisition Document (save as contemplated by (a) above), or treat as satisfied any condition, the satisfaction of which involves an assessment regarding the acceptability or otherwise to Bidco of conditions imposed by any regulatory body, in each case except to the extent required by the Panel, the court or any other applicable law, regulation or regulatory body; (c) at any time (including following the Target Acquisition Funding Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Loan Parties) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent or unless required to do so by the City Code or the Panel, the court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (d) become obliged, or permit any Person acting in concert (as defined by the Panel and the City Code) with any of them and controlled by an Affiliate of the Company to become obliged, to make an offer to the shareholders of the Company under Rule 9 of the City Code; (e) deliver more than one Conversion Notice to the Administrative Agent; and (f) in the case of an Offer, declare the Offer unconditional as to acceptances until the Acce...
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Scheme and Offer. (a) Except as consented to by the Required Lenders in writing (such consent not to be unreasonably withheld, conditioned or delayed), Borrower shall not (and shall procure that Bidco shall not) amend, treat as satisfied or waive any term or condition of an Offer or a Scheme set out in the relevant Target Acquisition Document other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment; provided that Borrower may amend, treat as satisfied or waive any term or condition of an Offer or a Scheme to the extent required by the Takeover Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction. (b) In the case of an Offer, Borrower shall not (and shall procure that Bidco shall not) declare any Offer unconditional as to acceptances until the Acceptance Condition shall have been satisfied.
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Scheme and Offer. Borrower agrees that from the Effective Date, Borrower will (and will procure that Bidco will): (a) comply in all material respects with: (i) the Takeover Code; and (ii) all other applicable laws and regulations in relation to any Offer or Scheme, in each case in relation to the Target Acquisition and, subject to any waivers or dispensations granted by the Panel, the U.S. Securities and Exchange Commission or any other applicable regulator; (b) promptly provide Administrative Agent with such information as it may reasonably request regarding the Target Acquisition subject to confidentiality limitations and except to the extent it is prohibited by law or regulation from doing so; and (c) deliver to Administrative Agent as soon as reasonably practicable after it is published copies of: (i) each Offer Document and any Scheme Documents; and (ii) each Rule 2.7 Announcement (each of which shall include terms and conditions which are (taken as a whole) not materially prejudicial to the interests of the Lenders (taken as a whole) when compared to those included in the draft Rule 2.7 Announcement delivered pursuant to Section 4.01(c), it being acknowledged that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition or an increase to the price of the Target Acquisition will not be materially prejudicial to the interests of the Lenders (taken as a whole); provided that Borrower may modify or amend any term or condition of any Offer or Scheme to the extent required by the Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction).
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Scheme and Offer. From the Second Amendment Effective Date, the Company will (and will procure that each Affiliate of the Company and Bidco will): (a) ensure that (i) the terms of the Scheme as set out in the Scheme Press Release are consistent in all material respects with the press release provided to the Administrative Agent pursuant to the terms of the Second Amendment or (ii) in the event that the Scheme is to be switched to an Offer, the terms of the Offer Press Release are in accordance with Section 7.16(f), except, in each case, as required by the City Code, any Governmental Authority, the Panel, law or regulation; (b) procure that (i) any Scheme Circular or Offer Document (as the case may be) is issued and dispatched in accordance with the timetable set out in the relevant Press Release and in any event within 28 days (or such longer period permitted by the Panel) and (ii), except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed) or otherwise required by the City Code, any Governmental Authority, the Panel, any Scheme Circular or Offer Document (as the case may be) reflects the latest Press Release in all material respects except for any variation that if done by amendment to the Scheme Circular or Offer Document would not contravene Section 8.13(b);
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Scheme and Offer. Each Obligor shall ensure that:
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Scheme and Offer. (a) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), increase, or announce an increase in, the price per share at which the Scheme or Offer (as the case may be) is proposed (and p... (b) except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld or delayed), amend, vary, waive or otherwise modify the terms and conditions of the Offer or Scheme set out in the relevant Press Release o... (c) at any time (including following the Closing Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Loan ... (d) become obliged, or permit any Person acting in concert (as defined by the Panel and the City Code) with any of them and controlled by an Affiliate of the Borrower to become obliged, to make an offer to the shareholders of the Borrower under Rule 9... (e) deliver more than one Conversion Notice to the Administrative Agent; and (f) in the case of an Offer, declare the Offer unconditional as to acceptances until the Acceptance Condition has been satisfied.
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Scheme and Offer. (a) ensure that (i) the terms of the Scheme as set out in the Scheme Press Release are consistent in all material respects with the press release provided to the Administrative Agent pursuant to the terms of Section 5.01 or (ii) in the event that the ... (b) procure that (i) any Scheme Circular or Offer Document (as the case may be) is issued and dispatched in accordance with the timetable set out in the relevant Press Release and in any event within 28 days (or such longer period permitted by the Pan... (c) comply in all material respects with: (i) the City Code, subject to any waivers granted by the Panel; and (ii) all other applicable laws and regulations in relation to any Offer or Scheme; (d) promptly provide the Administrative Agent with such information as it may reasonably request regarding the status of the Target Acquisition (including, in the case of an Offer, the current level of acceptances), except to the extent it is prohibit... (e) deliver to the Administrative Agent copies of: (i) each Press Release, each Offer Document, any receiving agent letter, any written agreement between Bidco and the Target with respect to the Scheme and any other Scheme Documents; and (ii) if requested to do so by the Administrative Agent, all other material announcements and documents published or delivered pursuant to the Offer or Scheme and all legally binding agreements entered into by Bidco in connection with an Offer or Scheme,
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Related to Scheme and Offer

  • Indemnification of Underwriters The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus, Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information contained in Schedule E hereto.