Take-Over Bid Sample Clauses

Take-Over Bid. 3.9.1. If, within 120 days after a Take-Over Bid, the Take-Over Bid is accepted by the holders of not less than 90% of the Outstanding Units, other than Units held at the date of the Take-Over Bid by or on behalf of the Offeror or an Affiliate or associate (as such term is defined in the Business Corporations Act (Ontario)) of the Offeror, the Offeror is entitled, on complying with this Section 3.9, to acquire the Units held by the Non-Tendering Offerees. 3.9.2. An Offeror may acquire Outstanding Units held by a Non-Tendering Offeree by sending by registered mail within 60 days after the date of termination of the Take-Over Bid and in any event within 180 days after the date of the Take-Over Bid, an Offeror’s notice to each Non-Tendering Offeree stating that: 3.9.2.1 the Offerees holding not less than 90% of the Units to which the Take-Over Bid relates accepted the Take-Over Bid; 3.9.2.2 the Offeror is bound to take up and pay for or has taken up and paid for the Units of the Offerees who accepted the Take-Over Bid; 3.9.2.3 a Non-Tendering Offeree is required to transfer its Units to the Offeror on the terms on which the Offeror acquired the Units of the Offerees who accepted the Take-Over Bid; and 3.9.2.4 a Non-Tendering Offeree who does not transfer its Units in accordance with Section 3.9.2.3 within 20 days after it receives the Offeror’s notice is deemed to have elected to transfer, and to have transferred, its Units to the Offeror on the same terms that the Offeror acquired the Units from the Offerees who accepted the Take-Over Bid. 3.9.3. Concurrently with sending the Offeror’s notice under Section 3.9.2, the Offeror shall send to the General Partner a notice of adverse claim disclosing the name and address of the Offeror and the name of the Non-Tendering Offeree with respect to each Unit held by a Non-Tendering Offeree. 3.9.4. A Non-Tendering Offeree to whom an Offeror’s notice is sent under Section 3.9.2 shall, within 20 days after it receives that notice, send its Units and all Certificates representing its Units or cause its Units to be sent to the General Partner. 3.9.5. Within 20 days after the Offeror sends an Offeror’s notice under Section 3.9.2, the Offeror shall pay or transfer to the General Partner the amount of money or other consideration that the Offeror would have had to pay or transfer to a Non-Tendering Offeree if the Non-Tendering Offeree had tendered under the Take-Over Bid. 3.9.6. The General Partner is deemed to hold on behalf o...
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Take-Over Bid. With respect to any matter described in Section 3.23 of the Agreement that is proposed or recommended by the General Partner or the General Partner’s Board of Directors, and as a term thereof, the Partnership will cause to be put in place procedures or cause the Registrar and Transfer Agent to put in place procedures to ensure that, if holders of Exchangeable Units are required to exchange such Exchangeable Units to participate in a TopCo Offer, any such exchange shall be conditional upon and shall only be effective if the TopCo Shares tendered or deposited under such TopCo Offer are taken up.
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Take-Over Bid. In the event of an Offer (as defined in Section 3.25(i) of the Agreement) the Partnership will use its commercially reasonable efforts, expeditiously and in good faith, to put in place procedures or to cause the Registrar and Transfer Agent to put in place procedures to ensure that, if holders of Exchangeable Units are required to exchange such Exchangeable Units to participate in the Offer, any such exchange shall be conditional upon and shall only be effective if the Holdings Shares tendered or deposited under such Offer are taken up.
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Take-Over Bid. (i) If any Bidder publishes a Take-over Bid in accordance with § 14(2) WpÜG, the Issuer will, as soon as practicable after becoming aware of the publication, give notice in accordance with § 14 of the Take-over Bid and of the prospective Acceptance Record Date.
Sample 1
Take-Over Bid. 3.8.1. If, within 120 days after a Take-Over Bid, the Take-Over Bid is accepted by the holders of not less than 90% of the Outstanding Units, other than Units held at the date of the Take-Over Bid by or on behalf of the Offeror or an Affiliate or associate (as such term is defined in the Canada Business Corporations Act) of the Offeror, the Offeror is entitled, on complying with this section 3.8, to acquire the Units held by the Non-Tendering Offerees. 3.8.2. An Offeror may acquire Outstanding Units held by a Non-Tendering Offeree by sending by registered mail within 60 days after the date of termination of the Take-Over Bid and in any event within 180 days after the date of the Take-Over Bid, an Offeror’s notice to each Non-Tendering Offeree stating that: 3.8.2.1 the Offerees holding not less than 90% of the Units to which the Take-Over Bid relates accepted the Take-Over Bid; 3.8.2.2 the Offeror is bound to take up and pay for or has taken up and paid for the Units of the Offerees who accepted the Take-Over Bid; 3.8.2.3 a Non-Tendering Offeree is required to transfer his Units to the Offeror on the terms on which the Offeror acquired the Units of the Offerees who accepted the Take-Over Bid; and
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Related to Take-Over Bid

  • Shift Bidding 1. Commencing October 1 of each calendar year, shift bids will be open for the following year. The selection of work shifts will be made by the seniority bid process. Those with the highest seniority will bid first among their job classification within the Patrol Division. Seniority will be based on hire date to, or promotion date of, your job classification. Positions include Patrol Officer and Patrol Sergeant. Shifts will be bid for an entire calendar year with markup changes on January 1, April 1, July 1, and October 1. Each Employee will be allotted a maximum of two (2) work days after notification to complete his/her bidding. 2. Shift selection shall be assigned through the seniority bidding process for all Guild members, excluding probationary officers. The Chief of Police shall have exclusive discretion to assign probationary officers to shifts based upon a need to further training, to evaluate and to meet departmental needs. Probationary assignments shall be made without altering non-probationary officer(s) shift bids if at all possible. In the event non- probationary officer(s) bid upon shifts are changed, the shift re-bid process defined in Article 8 (D) shall apply. Upon completion of probation, an officer will then be included in the seniority bidding process based upon their original date of hire. (prior MOU draft) 3. The Chief of Police retains the exclusive right to determine the starting time of the work shifts and the number of shifts in a work day; provided that in the event that an Employee’s routine shift starting time is changed by more than two (2) hours and/or the Employee’s routine work days are changed after the bidding process, the Department must provide notice of the shift changes in accordance with Article 8 (F) and must allow for the opportunity of a shift rebid process. 4. This section shall be interpreted as a waiver of the Guild’s right to bargain changes in the starting times of work shifts in accordance with its terms, but shall not be considered a waiver of the Guild’s right to require the Employer to bargain over changes in the length of the work shifts, for example, five 8’s, four 10’s, 10:40’s, 11:25’s, 12’s, etc.

  • Credit Bidding The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

  • Ibid For greater certainty and without limiting section 10.1, the Funder is not liable for how the HSP and the HSP’s Personnel and Volunteers carry out the Services and is therefore not responsible to the HSP for such Services. Moreover, the Funder is not contracting with or employing any HSP’s Personnel and Volunteers to carry out the terms of this Agreement. As such, it is not liable for contracting with, employing or terminating a contract with or the employment of any HSP’s Personnel and Volunteers required to carry out this Agreement, nor for the withholding, collection or payment of any taxes, premiums, contributions or any other remittances due to government for the HSP’s Personnel and Volunteers required by the HSP to carry out this Agreement.

  • Proposal Proposal means any information supplied by or on behalf of the insured, deemed to be a completed proposal form and medical questionnaire and other relevant information that the insurer may require.

  • Successful Bidder The responsible Bidder submitting the lowest responsive Bid.

  • E-Bidders intending to authorize any person to execute the Memorandum/Contract of Sale upon successful bidding of the property shall do so by furnishing the following documents to the Auctioneer: a. The person’s NRIC copy (front and back); and b. A copy of the relevant Letter of Authorization.

  • JOB BIDDING Section 1. All job vacancies will be posted as follows: a.) The position will be posted on Kaleidascope for seven (7) calendar days. b.) The posting shall include the position (job title), posting dates, status, hours per pay period, shift, starting and ending times, pay grade and the qualifications for the position as defined in the job description for the position. A copy of all job postings will be sent to the Union. c.) Employees may not be accepted for posted positions until they have completed six (6) months of employment. In addition, an employee who has transferred to a position must remain in that position for six (6) months before applying for another posted position. Except that an employee may apply for a posted position which is at a higher pay grade without regard to the six (6) month limit. This paragraph shall not apply to intra cost center shift change or intra cost center status changes. Section 2. Posted positions shall be filled by the most senior qualified applicant from within the bargaining unit. If the position cannot be filled from within the bargaining unit, the Employer may fill the position from any source available to the Employer, provided the candidate meets all of the qualifications for hiring into that position. In all instances, the appropriate manager is responsible for the interview and selection of applicants within fourteen (14) days of the end of the posting. Section 3. A qualified applicant shall be defined as an employee who possesses the entry level qualifications in the job description and is able to do the work when required. Ability to do the work and documented performance, inclusive of disciplinary record, may be considered when awarding a position. The Employer will notify all applicants of the result of their bid in a timely manner not to exceed two (2) weeks from the date the position is awarded. Section 4. A successful bidder shall be required to serve a sixty (60) calendar day trial period exclusive of any classroom training required. At the midpoint of the trial period the employee shall be evaluated and given written notification if a problem exists. During the trial period, the employee will be returned to his/her original position if the employee elects to be returned or the Employer finds the employee is unsatisfactory in the new position.

  • Eligible Bidders 3.1 This Invitation for Bids is open to all bidders from the eligible countries as defined under the IBRD Guidelines for Procurement. Any materials, equipment, and services to be used in the performance of the Contract shall have their origin in the eligible source countries. 3.2 All bidders shall provide in Section 2, Forms of Bid and Qualification Information, a statement that the Bidder is not associated, nor has been associated in the past, directly or indirectly, with the Consultant or any other entity that has prepared the design, specifications, and other documents for the Project or being proposed as Project Manager for the Contract. A firm that has been engaged by the Borrower to provide consulting services for the preparation or supervision of the works, and any of its affiliates, shall not be eligible to bid. 3.3 Government-owned enterprises in the Employer’s country may only participate if they are legally and financially autonomous, operate under commercial law and are not a dependent agency of the Borrower or Sub-borrower. 3.4 Bidders shall not be under a declaration of ineligibility for corrupt and fraudulent practices issued by the Bank in accordance with sub-clause 37.1.

  • Final Approval After Acceptance, Engineer shall perform any required modifications, changes, alterations, corrections, redesigns, and additional work necessary to receive Final Approval by the County. "Final Approval" in this sense shall mean formal recognition that the Engineering Services have been fully carried out.

  • Permit Transfer/Sale Release and Waiver of All Claims against Sector Manager; Indemnification and Hold Harmless.

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