Take-over Bids Clause Samples
Take-over Bids. If a Borrower wishes to make a Drawdown of a Swing Line Advance for the purpose of financing a Take-over Bid, such Borrower shall deliver to the Swing Line Lender a Take-over Bid Notice at least ten (10) Banking Days prior to the day on which it gives to the Swing Line Lender a telephonic notice or Notice of Swing Line Borrowing requesting such Drawdown. Such Take-over Bid Notice shall include the details of such Take-over Bid. As soon as possible, but in any event within five (5) Banking Days of the giving of the Take-over Bid Notice, the Swing Line Lender shall, acting reasonably and in good faith, determine whether or not it wishes to fund such Swing Line Advance. Notwithstanding any other provisions hereof, if the Swing Line Lender determines that it does not wish to fund such Swing Line Advance, the Swing Line Lender shall not be required to fund such Swing Line Advance, and the Swing Line Lender shall be considered to be acting reasonably and in good faith if it determines that it does not wish to fund such Swing Line Advance based on any of its internal regulatory, take-over bid and credit policies and procedures.
Take-over Bids. The General Partner shall reject any transfer of Units where a Person who, alone, or jointly or in concert with another Person makes an offer to one or more Limited Partners to acquire Units, if the Units subject to the offer to acquire, together with the offeror’s securities constitute 20% or more of the Units outstanding as at the date of that offer to acquire (a “Take Over Bid”), unless such offeror makes an irrevocable offer to purchase all or any portion (at the election of each offeree) of the issued Units that are outstanding as of the date of the initial Take Over Bid for the same price and on the same terms as set out in the original Take Over Bid and such offer will remain outstanding for not less than 35 days.
Take-over Bids. 6.27.1 If within 120 days after the date of a take-over bid the bid is accepted by the holders of not less than 90% of the 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 of the offeror, the offeror is entitled, on complying with this section 6.27, to acquire the Units held by the dissenting offerees.
6.27.2 An offeror may acquire Units held by a dissenting 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 dissenting offeree stating that:
6.27.2.1 the offerees holding more than 90% of the Units to which the bid relates accepted the take-over bid;
6.27.2.2 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;
6.27.2.3 a dissenting offeree is required to elect:
6.27.2.3.1 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, or
6.27.2.3.2 to demand payment of the fair value of his Units in accordance with subsections 6.27.8 to 6.27.17 by notifying the offeror within 20 days after he/she receives the offeror’s notice;
6.27.2.3.3 a dissenting offeree who does not notify the offeror in accordance with subparagraph 6.27.
Take-over Bids. If a take-over bid or other offer is made generally to shareholders of the Company by an arm's length third party for all or a portion of the common shares of the Company, the Shareholder will be free to tender to such bid or offer any common shares owned by it and shall not be required. to comply with the selling restrictions contained in section 4.1.
Take-over Bids. If, while any Warrant remains exercisable, in -------------- whole or in part, an offer is made or proposed to be made to shareholders of the Grantor to acquire the whole or any part of the issued share capital of the Grantor and the Grantor becomes aware that, as a result of such offer, the right to cast a majority of the votes which may ordinarily be cast at a General Meeting of the Grantor may become vested in the offeror the Grantor shall give notice thereof to the Holders as soon as practicable and in any event within ten (10) Business Days of its becoming so aware. For the avoidance of doubt, the publication of a scheme of arrangement under the Companies Act providing for the acquisition by any Person of the whole or any part of the share capital of the Grantor and an agreement for the purchase of shares by private treaty shall be deemed to be the making of an offer for these purposes. The Grantor shall in any such case procure either.
10.1.7.1. that the Holders shall be granted substitute Warrants pursuant to Clause 10.1.1 or
Take-over Bids. 7.29.1 If within 120 days after the date of a take-over bid, the bid is accepted by the Trust Unitholders of not less than 90% of the outstanding Trust Units, other than Trust Units held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, on complying with this section, to acquire the Trust Units held by the dissenting offerees.
7.29.2 An offeror may acquire Trust Units held by a dissenting 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 dissenting offeree stating that:
(a) the offerees holding more than 90% of the Trust Units to which the bid relates accepted the take-over bid;
(b) the offeror is bound to take up and pay for or has taken up and paid for the Trust Units of the offerees who accepted the take-over bid;
(c) a dissenting offeree is required to elect:
(i) to transfer his Trust Units to the offeror on the terms on which the offeror acquired the Units of the offerees who accepted the take-over bid; or
(ii) to demand payment of the fair value of his Trust Units in accordance with subsections 7.29.8 to 7.29.16 by notifying the offeror within 20 days after he receives the offeror’s notice;
(d) a dissenting offeree who does not notify the offeror in accordance with subsection 7.29.2(c)(ii) is deemed to have elected to transfer his Trust Units to the offeror on the same terms that the offeror acquired the Trust Units from the offerees who accepted the take-over bid; and
(e) a dissenting offeree must send his Trust Units to which the take-over bid relates to the Trust within 20 days after he receives the offeror’s notice.
7.29.3 Concurrently with sending the offeror’s notice under subsection 7.29.2, the offeror shall send to the Trust a notice of adverse claim disclosing the name and address of the offeror and the name of the dissenting offeree with respect to each Trust Unit held by a dissenting offeree.
7.29.4 A dissenting offeree to whom an offeror’s notice is sent under subsection 7.29.2 shall, within 20 days after he receives that notice, send his Unit Certificate(s) to the Trust.
7.29.5 Within 20 days after the offeror sends an offeror’s notice under subsection 7.29.2, the offeror shall pay or transfer to the Trust the amount of money or other consideration that the offeror would have had to pay or transfer to a di...
Take-over Bids. Fund Call Rights on Take-Over Bid 14 Section 3.2 Withholding Rights 15
Take-over Bids. CanWest shall not Transfer any Common Shares (or Class B Partnership Units), other than to one or more of its Affiliates in accordance with the terms of this Agreement or to Fund (and Trust, respectively) in accordance with the terms of the Liquidity & Exchange Agreement, unless (i) the transferee would not be required under applicable securities legislation as a result of such Transfer to make an offer to all holders of units of Fund to acquire such units on the same terms and conditions if, immediately prior to such Transfer all outstanding Class B Partnership Units and the same number of Common Shares had been exchanged for units of Fund in accordance with the terms of the Liquidity & Exchange Agreement, or (ii) the offeror acquiring such Common Shares (and Class B Partnership Units) makes a contemporaneous offer for units of Fund on the same terms (in terms of price, timing and proportion of securities sought to be acquired) and conditions and does not acquire such Common Shares (or Class B Partnership Units) unless the offeror also acquires a proportionate number of units of Fund tendered to such offer, if any.
Take-over Bids right to match. If at any time following the date of this Agreement the Company, any subsidiary or their respective directors, officers, employees, agents and other representatives (including any financial, legal or other advisors) (collectively “Representatives”) receives any bona fide written Acquisition Proposal (as such term is defined below) then the Company and its Representatives shall furnish the Subscriber with all information with respect to the Acquisition Proposal and provide the Subscriber with the right of first refusal to match such Acquisition Proposal. For the purposes of this Agreement, an Acquisition Proposal means any offer, proposal or inquiry, whether written or oral, from any person or group of persons acting jointly or in concert relating to, in each case whether in a single transaction or a series of related transactions:
(i) any takeover bid, tender offer or exchange offer that, if consummated, would result in a person or group of persons beneficially owning 20% or more of any class of voting or equity securities of the Company and/or one or more Subsidiaries of the Company whose assets, revenues or earnings constitute, individually or in the aggregate, 20% or more of the consolidated assets, revenues or earnings of the Company;
(ii) any amalgamation, plan of arrangement, share exchange, business combination, merger, consolidation, recapitalization, reorganization or other similar transaction involving the Company and/or one or more Subsidiaries of the Company whose assets, revenues or earnings constitute, individually or in the aggregate, 20% or more of the consolidated assets, revenues or earnings of the Company, or any liquidation, dissolution or winding-up of the Company and/or one or more Subsidiaries of the Company whose assets, revenues or earnings constitute, individually or in the aggregate, 20% or more of the consolidated assets, revenues or earnings of the Company;
(iii) any direct or indirect acquisition or sale of assets (or any lease, long-term supply arrangement, or other arrangement having the same economic effect as a sale of assets) of the Company and/or one or more Subsidiaries of the Company which represents, individually or in the aggregate, 20% or more of the consolidated assets or contributed 20% or more of the consolidated revenues or earnings of the Company;
(iv) any direct or indirect sale, issuance or acquisition of Company Common Shares or any other voting or equity interests (or securities convertible ...
Take-over Bids. The provisions of Part XV of the Business Corporations Act (Ontario) are hereby incorporated into this Agreement and will be binding upon the Exchangeable Shareholders in respect of a take-over bid for the Pubco Shares; provided that the provisions thereof shall be read to provide the rights of an offeror to acquire the outstanding Exchangeable Securities if (i) the take-over bid has been made for all of the outstanding Pubco Shares, including Pubco Shares issuable upon exchange of the Exchangeable Securities; and (ii) within 120 days after the date of the take-over bid the bid has been accepted by the holders of Pubco Shares and Exchangeable Securities representing not less than 90% of the aggregate of the outstanding Pubco Shares and the Pubco Shares issuable on the exchange of Exchangeable Securities, other than outstanding Pubco Shares and Exchangeable Securities held by or on behalf of, or issuable to, the offeror or an affiliated entity or associate of the offeror on the date of the take-over bid. If a holder of Exchangeable Securities would have been a “dissenting offeree” if such holder held Pubco Shares, such holder's Exchangeable Securities will be exchanged in accordance with Section 2.5.