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.
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.
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.
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.
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. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 106
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.
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.
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.
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).
