Squeeze Out Sample Clauses

Squeeze Out. 4.1 As soon as reasonably practicable after the Offer Closing Date (or such other date agreed in writing by AMEC and the Company) and provided that (i) at such time AMEC directly or indirectly has acquired or controls at least 90 per cent. of the issued Company voting rights, (ii) no actions or proceedings are pending with respect to the exercisability of voting rights with respect to Company Shares acquired or controlled by AMEC and (iii) no other legal impediment to the launch or consummation of the Squeeze-Out Merger (as defined below) then exists (sub-clauses (i), (ii) and (iii), the “Squeeze-Out Prerequisites”), AMEC shall cause an eligible legal entity that is a wholly-owned subsidiary of AMEC organised under Swiss Law that is treated as disregarded as an entity separate from AMEC for US federal Tax purposes (“MergeCo”) to, propose to the Company to merge the Company with and into MergeCo (with MergeCo being the surviving entity in such merger) and to launch a squeeze-out merger pursuant to articles 8 para 2 and 18 para 5 of the Merger Act (the “Squeeze-Out Merger”), whereby the then-remaining Company Shareholders (other than the Company and its affiliates) would receive compensation pursuant to article 8 para 2 of the Merger Act as consideration for their outstanding Company Shares (the “Squeeze-Out Offer”); provided, that if a subsidiary of AMEC has made the Offer, then such subsidiary shall be treated, or shall have validly elected to be so treated from the date of its formation, as disregarded as an entity separate from AMEC for US federal Tax purposes. 4.2 Subject to applicable Laws and the satisfaction of the Squeeze-Out Prerequisites, AMEC shall use all reasonable endeavours to: (a) cause the Acquisition to qualify for US federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and will not take any action for the purpose of causing the Acquisition not so to qualify; and (b) cause this Agreement to constitute a “plan of reorganization” for the purposes of Sections 354, 361 and 368 of the Code. 4.3 For the avoidance of doubt, nothing in this Agreement (including the obligations of AMEC under clauses 4.1 and 4.2): (a) shall oblige AMEC to pay aggregate consideration to acquire all of the issued and to be issued Company Shares (whether pursuant to the Offer, any Squeeze-Out Merger, or otherwise) greater than the Total Cash Consideration and the Total Share Elections Consideration; (b) shall restrict AMEC fr...
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Squeeze Out. Pursuant to Article 513 of the Belgian Company Code, a person or entity, or different persons or entities acting alone or in concert, who, together with the relevant company, own 95 per cent. of the voting securities in a public company, can acquire the totality of the securities conferring (potential) voting rights in that company following a squeeze-out offer. The shares that are not voluntarily tendered in response to such offer are deemed to be automatically transferred to the bidder at the end of the procedure. The consideration for the securities must be in cash and must represent the fair value as to safeguard the interests of the transferring shareholders and is, for these purposes, verified by an independent expert. A squeeze-out offer is also possible upon completion of a public takeover, provided that the bidder holds 95 per cent. of the voting securities and, in case of a voluntary takeover bid, that the bidder has acquired 90 per cent. of the voting securities to which the offer relates. The bidder may require that all remaining shareholders sell their securities to the bidder at the offer price of the takeover bid. Shares that are not voluntarily tendered in response to such offer are deemed to be automatically transferred to the bidder at the end of the procedure. The bidder is required to reopen the public takeover offer within three months following expiration of the offer period. The 95 per cent. ownership would be contrary to the free float requirement discussed in "Public takeover bids" above and the de-listing which would follow a squeeze-out is contrary to the requirement for a RREC such as the Issuer to have its shares admitted to trading on a Belgian regulated market. This could result in the termination of the Issuer's RREC status.
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Squeeze Out. Provided that the Minimum Acceptance Condition has been satisfied and to the extent permitted under applicable Law, within three (3) months of the Offer Closing Time the Bidder (or a permitted assignee of the Bidder pursuant to Section 16.1(a) hereof) shall launch a squeeze out process in accordance with Article 110 of the Icelandic Takeover Act for any remaining Marel Shares that were not acquired in the Tender Offer (the “Squeeze Out”). From and after the Offer Closing Time, the Parties shall fully co-operate in the Squeeze Out, including approving the Squeeze Out and sending and issuing notifications to the remaining shareholders of the Company through the Company´s public news system and facilitating any payments.
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Squeeze Out. As soon as practicable and to the extent legally feasible under applicable Laws after the Closing, the Company shall enter into and consummate a share exchange transaction with CayCo pursuant to the Merger and Acquisition Act of Taiwan for CayCo to acquire the Company Shares owned by the Remaining Company Shareholders with cash consideration (the “Squeeze Out”) at a price per share no greater than the per share equity value implied by the Base Equity Value in accordance with the Governing Documents of the Company and applicable Law.
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Squeeze Out. The Borrower will, or the Borrower will direct the Acquiror to, consummate the Squeeze Out in accordance with the Tender Offer Registration Statement and all applicable Laws as soon as reasonably practicable after the Closing Date, but in any event, within one hundred twenty (120) days after the Closing Date (as such date may be extended by the Administrative Agent in its sole discretion), and, after giving effect thereto, the Borrower will own, directly or indirectly, 100% of the Equity Interests of the Target. If the Acquiror is required to take alternative methods for the Squeeze Out which is different from Tender Offer Registration Statement, the Borrower will obtain the prior written consent from the Administrative Agent regarding the alternative methods.
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Squeeze Out. As soon as practicable and to the extent legally feasible under applicable Laws after the Closing, the Company shall use reasonable best efforts to enter into and consummate (a) a transaction with CayCo for CayCo to acquire the Company Shares owned by the Remaining Company Shareholders, or (b) other alternative transactions to be agreed by Sponsor and the Company (the “Squeeze Out”) in accordance with the Governing Documents of the Company and applicable Law.
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Squeeze Out. Following the Mandatory Re-Opening Period, arrange for French Bidco to apply to the AMF for the Wavecom Squeeze-Out within five (5) trading days of the publication by the AMF of the 49 notice (avis) evidencing that the requirements for the Wavecom Squeeze-Out are met and cause the settlement of the Wavecom Squeeze-Out to occur as expeditiously as possible after such application.
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Squeeze Out. 5.1 As soon as reasonably practicable after the Offer Closing Date (or, if Telecity so determines, the expiration of any Subsequent Offering Period), Telecity shall cause the Telecity Offeror to effect (i) a delisting of Interxion from the New York Stock Exchange (Delisting) and (ii) provided that Telecity directly or indirectly acquires in the exchange pursuant to the Offer at least 95 per cent. of all Interxion Shares in issue (the Squeeze-Out Prerequisite), a compulsory acquisition of the remaining Interxion Shares not acquired or controlled by Telecity pursuant to article 2:92a or 2:201a of the Dutch Civil Code (the Statutory Squeeze-Out) and a subsequent Dutch legal merger (juridische fusie) or cross-border legal merger, as the case may be, of Interxion with the Telecity Offeror (or, if either (x) the Telecity Offeror is Telecity or (y) the conditions and requirements of Clause 5.4(a) have been satisfied, with another subsidiary of Telecity that is properly treated for US federal income tax purposes as either (I) a direct wholly-owned subsidiary of Telecity or (II) if Interxion is not the surviving entity, as an entity disregarded as separate from Telecity) in accordance with the requirements of the Dutch Civil Code as soon as reasonably practicable following completion of the Statutory Squeeze-Out (the Squeeze-Out Merger). 5.2 In the event that Telecity does not acquire, directly or indirectly, the Squeeze-Out Prerequisite percentage in the exchange pursuant to the Offer, but Telecity acquires directly or indirectly in the exchange pursuant to the Offer in accordance with this Agreement no less than 80 per cent. of all Interxion Shares in issue, and if Telecity subsequently undertakes to cause the Telecity Offeror to acquire the remaining Interxion Shares in issue, then such acquisition shall be effected as soon as reasonably practicable after the Offer Closing Date by a Dutch legal merger (juridische fusie) or cross-border legal merger, as the case may be, of Interxion with the Telecity Offeror (or, if either (i) the Telecity Offeror is Telecity or (ii) the conditions and requirements of Clause 5.4(a) have been satisfied, with another subsidiary of Telecity that is properly treated for US federal income tax purposes as either (x) a direct wholly-owned subsidiary of Telecity or (y) if Interxion is not the surviving entity, as an entity disregarded as separate from Telecity), with the remaining Interxion Shares being exchanged for Offer Securities or ...
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Squeeze Out. SBS hereby waives its rights pursuant to article 201a of book 2 of the Dutch Civil Code to force Xxxxxxxx to sell its Shares to it in the event that SBS would hold 95% or more of the Shares and Xxxxxxxx would hold 5% or less of the Shares.
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Related to Squeeze Out

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  • Order Placement To place orders for the Trustee to create or redeem one or more Baskets, Authorized Participants must follow the procedures for creation and redemption referred to in Section 3 of this Agreement and the procedures described in Attachment A hereto (the “Procedures”), as each may be amended, modified or supplemented from time to time.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

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  • Scope and Order Placement These terms may be used by Customer either for a single Order or as a framework for multiple Orders. In addition, these terms may be used on a global basis by the parties’ “Affiliates”, meaning any entity controlled by, controlling, or under common control with a party. The parties can confirm their agreement to these terms either by signature where indicated at the end or by referencing these terms on Orders. Affiliates participate under these terms by placing orders which specify product or service delivery in the same country as the HP Affiliate accepting the Order, referencing these terms, and specifying any additional terms or amendments to reflect local law or business practices.

  • Agreement to Buy and Sell Subject to the terms and conditions set forth herein, Seller agrees to sell the Property to Buyer, and Buyer hereby agrees to acquire the Property from Seller.

  • Placement of DNS probes Probes for measuring DNS parameters shall be placed as near as possible to the DNS resolvers on the networks with the most users across the different geographic regions; care shall be taken not to deploy probes behind high propagation-­‐delay links, such as satellite links.

  • TEACHER FACILITIES A. The Board shall provide for each actively employed teacher: 1. A serviceable desk, chair and computer. 2. Access to a dining table. 3. A lockable desk, file cabinet or closet in which teachers may store instructional materials and supplies. 4. An appropriately furnished room to be reserved for the exclusive use of staff as a faculty lounge. Said room will be regularly cleaned by the custodial staff and will be in addition to the other teacher work areas. However, staff will be expected to keep the lounge reasonably neat and orderly. 5. Access to well-lighted and clean employee restrooms, separate from the students' restrooms with appropriate supplies. 6. Storage facilities for special instructional personnel. 7. In accordance with applicable food and nutrition guidelines, the principal, at request by a majority of the teachers, may arrange for the installation of a maximum of two faculty vending machines in each faculty lounge. All proceeds from the machines shall be used in such manner as the majority of teachers and educational support employees of that building shall determine. Cost, if any, of installation shall be borne by the teachers and educational support employees of each school. B. Where feasible in existing buildings, and in all new buildings, the following will be provided. 1. A teacher work area containing adequate equipment and supplies to aid in the preparation of instructional materials. 2. A communication system so that teachers can communicate with the main office from their classrooms, provided that such system is used only for emergency announcements during class periods. 3. Space for teachers' dining in a faculty lounge or other room unavailable to students with tables and chairs sufficient to accommodate teachers during their lunch period. C. Teachers shall report in writing to the principal any condition considered unsafe or hazardous. The principal shall take action(s) as appropriate and shall notify the teacher in writing of such action(s) taken within five (5) days. D. A telephone will be made available for teachers to use for school business. Teachers and principals shall arrange this use to provide reasonable privacy during the call. During the workday, teachers may make personal phone calls only if the calls cannot be made at any other time. E. Teachers who need access to a telephone for school business after the workday ends shall arrange this access with the principal. Teachers with supervisory responsibilities will also have access to the building. F. An adequate portion of the parking lots at each school will be reserved for teacher parking. Effective July 1, 2012, newly hired employees assigned to the South East Street Central Office location will be required to pay a fee of $45 per month if they elect to park in designated BOE parking areas. Twelve-month employees may elect payroll deduction to allocate payments over 24 equal paychecks. Eleven-month employees may elect payroll deduction to allocate payments over 22 equal paychecks. Ten-month employees may elect payroll deduction to allocate payment over 20 equal paychecks. G. The Board will take steps to ensure teachers have access to their classrooms when custodians unlock the buildings in the morning and up to one (1) hour before custodial shifts end on weekdays during the school year, provided rooms are not being utilized by outside user groups. Teachers shall have access to their rooms during summer operating hours during summer months unless there is scheduled maintenance, outside user groups or FCPS programs occurring.

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  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

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