Takeover Bids Clause Samples

Takeover Bids. Holdings will not initiate or participate in any group which proposes, without the support of Parent's Board of Directors, any change in the control of Parent, whether by tender offer, merger, or otherwise. In any event, Holdings may, itself, make such an offer or proposal to Parent's Board of Directors; provided, however, that any such offer or proposal by Holdings shall be made on a strictly confidential basis and shall not be publicly disclosed without the prior consent of Parent's Board of Directors.

Takeover Bids. The Borrower will not use the proceeds of any Loan made to it to participate in any unsolicited control bid for any other Person.

Takeover Bids. Notwithstanding the foregoing, upon the making of an Offer (as hereinafter defined), the Option shall become immediately exercisable in respect of any and all Shares covered thereby in respect of which the Optionee has not exercised the right to acquire Shares under the Option. For the purposes of this paragraph, “Offer” means an offer made generally to the holders of the Corporation’s voting securities in one or more jurisdictions to purchase directly or indirectly voting securities of the Corporation where the voting securities which are the subject of the offer to purchase together with the offeror’s then presently owned securities will in the aggregate exceed 20% of the outstanding voting securities of the Corporation, and where two or more persons or companies make offers jointly or in concert or intending to exercise jointly or in concert any voting rights attaching to the securities to be acquired, then the securities owned by each of them shall be included in the calculation of the percentage of the outstanding voting securities of the Corporation owned by each of them.

Takeover Bids. (i) The Borrower will not, and will not permit any of its Subsidiaries to, use the proceeds of any Loan made to the Borrower to acquire control of any Person pursuant to a transaction that has not been approved by the majority of the board of directors (or, for non-corporate Persons, the analogous body) of the Person being acquired prior to the public announcement thereof, unless the Borrower notifies each Bank of the material terms thereof immediately following such public announcement (an "Acquisition Notice"). (ii) In the event that any Bank provides written notice (an "Objection Notice") to the Agent and the Borrower within ten days of such Bank's receipt of an Acquisition Notice from the Borrower that such Bank (for any reason and in its sole discretion, and without any obligation to disclose such reason to the Borrower or the Agent) objects to such transaction, the Borrower will, on the fifth Business Day following its receipt of such Objection Notice (or on such earlier date as the Borrower and such Bank shall agree), prepay in full the Loans of such Bank and terminate its Commitments, with such prepayment being accompanied by the payment of accrued interest thereon and any other amounts (including, without limitation, breakage indemnities) owing to such Bank hereunder. Notwithstanding anything to the contrary contained herein, any such repayment to an objecting Bank and any such Commitment termination shall be for the account only of such Bank and need not be applied ratably to the amounts owing to or Commitments of all Banks.

Takeover Bids. DCX'S AND FORD'S RIGHTS IN THE EVENT OF A TAKE▇▇▇▇ BID BY A THIRD PARTY 5.1 If a Third Party makes a bona fide Takeover Bid that would result, if fully accepted, in the Third Party owning more than 50% of the outstanding Ballard Common Shares, each of DCX a▇▇ ▇▇▇▇ will have the following options: (a) accept the Third Party as the new majority shareholder of Ballard while keeping its own shareh▇▇▇▇▇▇ in Ballard; (b) effect a ▇▇▇▇▇▇ing Takeover Bid by way of a Circular Bid made in accordance with Section 3.1, provided that if such Circular Bid is made on or before November 30, 2005, then the effect of the Circular Bid must be that members of the DCX Group and the Ford Group that make the Circular Bid would acquire a number of Ballard Common Shares which ▇▇ ▇▇▇ lesser of (i) the number of Ballard Common Shares to be acquired under Section 3.1(a), and (ii) the maximum number of Ballard Common Shares such Third Party has offered to purchase under the Takeover Bid made by it; and (c) subject to Section 4.10 and Section 4.16, tender into the Takeover Bid. DCX'S RIGHTS ON SUCCESSFUL TAKEOVER BID BY THIRD PARTY 5.2 If a Third Party makes a bona fide Takeover Bid that would result, if fully accepted, in the Third Party owning more than two-thirds of the outstanding Ballard Common Shares, and after suc▇ ▇▇▇▇▇ver Bid is completed the Third Party owns more than 50% of the outstanding Ballard Common Shares, including all ▇▇▇▇▇▇d Common Shares acquired under ▇▇▇ ▇▇keover Bid and the members of the DCX Group that hold Ballard Common Shares have tendered ▇▇▇ ▇▇ such Ballard Common Shares into such Take▇▇▇▇ ▇▇d and have sold to such Third Party at least the proportion of the total number of Ballard Common Shares owned by the m▇▇▇▇▇▇ of the DCX Group equal to the proportion of the total number of issued Ballard Common Shares purchased by t▇▇ ▇▇▇▇d Party, then (a) Ballard will, on request by DCX, gra▇▇ ▇▇ ▇ne or more members of the DCX Group the license referred to in Section 14.1 of the Fourth Alliance Agreement as if the time period for the granting of such license had expired and the conditions precedent for the grant of the license had been satisfied and the license granted pursuant to Section 14.1 of the Fourth Alliance Agreement will be expanded to permit the production and manufacture of Vehicular Fuel Cells for sale to any customer, (b) Ballard will, on request by DCX, gra▇▇ ▇▇ ▇ne or more members of the DCX Group a license for the systems and components described in ...