Takeover Notification Sample Clauses
Takeover Notification. (a) If the Borrower wishes to utilize Drawdowns under the Credit Facility to make a take-over bid (as defined under applicable securities laws) which is unsolicited (a “Takeover”), then either:
(i) the Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the Takeover; or
(ii) the following steps shall be followed:
(A) at least five Banking Days prior to the delivery of any Notice of Drawdown requesting Drawdowns intended to be utilized for such Takeover, the president, chief financial officer, any vice president, the treasurer or general counsel of the Borrower shall advise a senior official of each Lender and the Agent (designated by each Lender and the Agent at the particular time for such purpose) of the particulars of such Takeover in sufficient detail to enable each Lender to determine whether it has an actual conflict of interest if Drawdowns from such Lender are utilized by the Borrower for such Takeover; and
(B) within three Banking Days of being so advised:
(1) if a Lender shall not have notified the Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Lender in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Lender shall be deemed to have no such actual conflict of interest; or
(2) if a Lender has notified the Borrower and the Agent within such period of three Banking Days that such an actual conflict of interest exists, then upon the Borrower and the Agent being so notified, such Lender shall have no obligation to provide Drawdowns to finance such Takeover notwithstanding any other provision of this Agreement to the contrary.
(b) If any notification has been made by a Lender pursuant to Section 2.10(a)(ii)(B)(2), then, except as provided in Section 2.10(c) below, Pro Rata Shares of any Advances made to finance the Takeover in respect of which such notice was given shall be determined without reference to the Commitments of such Lender; and any such notification by a given Lender shall not relieve any other Lender of any of its obligations hereunder, provided that, for certainty, no Lender shall be obligated by this Section to make or provide Advances in excess of its Commitments.
(c) If the conflict of interest giving rise to a notification under Section 2.10(a)(ii)(B)(2) ceases to ex...
Takeover Notification. The Canadian Lender shall have no obligation to make Canadian Loans for the purpose of enabling Canadian Borrower (either directly or indirectly, through any of its Subsidiaries or otherwise) to acquire shares of a publicly traded corporation or other publicly traded business vehicles, the acquisition of which requires disclosure pursuant to the requirements of applicable securities law or any securities commission or exchange or other Governmental Authority having jurisdiction over the sale or the issuance of securities of Canadian Borrower or such publicly traded corporation or other publicly traded business vehicles, if the Canadian Lender determines (in its sole discretion having regard to such considerations as it deems appropriate) that the utilization of Canadian Loans for such purpose would result in it being in a conflict of interest. At least five Banking Days prior to the giving of any notice pursuant to Section 2.03 requesting Canadian Loans intended to be utilized for such purpose, Canadian Borrower shall provide, in strict confidence, details of such proposed acquisition (including the name of such publicly traded corporation) to the Canadian Lender so that the Canadian Lender can make the determination referred to above. The Canadian Lender shall advise Canadian Borrower whether such conflict of interest exists within three Banking Days after receipt from Canadian Borrower of such details. Failure by the Canadian Lender to so advise Canadian Borrower of a conflict shall be deemed to be a determination that a conflict exists for the Canadian Lender.
Takeover Notification. Except as may relate to the Acquisition or to the acquisition by certain Subsidiaries of the Guarantor of American Natural Resources and ANR Storage Company and an additional 3.55% interest in Great Lakes Gas Transmission Limited Partnership, in each case from El Paso Corporation or subsidiaries thereof, in the event the Borrower wishes to utilize Borrowings to, or to provide funds to any Subsidiary to, offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities or an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any person (other than a private issuer as defined under the Securities Act (Alberta) or a corporation whose shares are directly or indirectly held by one person) (the “Target”) where, as of the date of the offer to acquire, the securities that are subject to the offer to acquire, together with the securities of the Target that are beneficially owned, or over which control or direction is exercised, by the Borrower and its Subsidiaries and any person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate the lesser of such percentage of outstanding securities as is considered to be a “takeover bid” under any law or regulation applicable to the Target and twenty percent (20%) or more of all of the outstanding securities of that class of securities of the person (a “Takeover”) except where such Takeover is made pursuant to exemptions from formal takeover bid requirements as provided in Section 161 of the Securities Act (Alberta) or any order of the Alberta Securities Commission or in any successor legislation or by any successor securities regulatory authority or in any analogous provisions of the securities laws of any other jurisdiction or by any securities regulatory authority of any other jurisdiction, then either:
Takeover Notification. In the event the Borrower wishes to utilize Accommodations to, or to provide funds to any Subsidiary to, offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (other than a private issuer as defined under the Securities Act (Alberta) or a corporation whose shares are directly or indirectly held by one Person) (the “Target”) where, as of the date of the offer to acquire, the securities that are subject to the offer to acquire, together with the securities of such Person that are beneficially owned, or over which control or direction is exercised, by the Borrower and its Subsidiaries and any Person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate ten percent (10%) or more of all of the outstanding securities of that class of securities of the relevant Person (a “Takeover”), then either:
Takeover Notification. In the event a Borrower wishes to utilize the proceeds of Loans to make a take-over bid (as defined under applicable securities laws) which is unsolicited (a "Takeover"), then:
(a) such Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) of the agreement of the board of directors or its equivalent of the Person that is the target of the Takeover approving the Takeover; or
(b) the following steps shall be followed:
(i) at least five Business Days prior to the delivery of any notice to the Agent pursuant to Section 4.02 requesting Loans to be utilized for such Takeover, the president, chief financial officer, vice president-finance or general counsel of the General Partner (acting for such Borrower) shall advise the Agent and each Bank of the particulars of such Takeover in reasonable detail to enable each Bank to determine whether it has an actual conflict of interest if Loans from such Bank were utilized by such Borrower for such Takeover; and
(ii) within three Business Days after being so advised:
A. if a Bank shall not have notified such Borrower and the Agent that an actual conflict of interest exists (such determination to be made by each Bank in the exercise of its sole discretion having regard to such considerations as it deems appropriate), such Bank shall be deemed to have no such actual conflict of interest; or
B. if a Bank has notified such Borrower and the Agent within such period of three Business Days that an actual conflict of interest exists, then upon such Borrower and the Agent being so notified, such Bank shall have no obligation to provide Loans to finance such Takeover notwithstanding any other provision of this Agreement to the contrary.
Takeover Notification. The Canadian Lender shall have no obligation to make Canadian Loans for the purpose of enabling Canadian Borrower (either directly or indirectly, through any of its Subsidiaries or otherwise) to acquire shares of a publicly traded corporation or other publicly traded business vehicles, the acquisition of which requires disclosure pursuant to the requirements of applicable securities law or any securities commission or exchange or other Governmental Authority having jurisdiction over the sale or the issuance of securities of Canadian Borrower or such publicly traded corporation or other publicly traded business vehicles, if the Canadian Lender determines (in its sole discretion having regard to such considerations as it deems appropriate) that the utilization of Canadian Loans for such purpose would result in it being in a conflict of interest. At least five Banking Days prior to the giving of any notice pursuant to Section 2.03 requesting Canadian Loans intended to be utilized for such purpose, Canadian Borrower shall provide, in strict confidence, details of such proposed acquisition (including the name of such publicly traded corporation) to the Canadian Lender so that the Canadian Lender can make the determination referred to
Takeover Notification. In the event any Borrower wishes to utilize Advances to offer to, or to provide funds to any other Loan Party to, acquire or offer to acquire directly or indirectly (which shall include an offer to purchase securities, solicitation of an offer to sell securities, or an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding Shares or other securities of any Person (other than (i) a private issuer as defined under the Securities Act (Alberta), or (ii) a corporation, limited partnership or trust whose Shares are directly or indirectly held by one Person) (for the purposes of this Section 2.6, the "Target") where, as of the date of the offer to acquire, the Shares or other securities that are subject to the offer to acquire, together with the Shares or other securities of the Target that are beneficially owned, or over which control or direction is exercised, by any Loan Party and any Person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate such percentage of outstanding Shares or other securities as would result in the offer to acquire being considered to be a "takeover bid" under any law or regulation applicable to the Target (a "Takeover"), then prior to or concurrently with delivery to the Agent of any Drawdown Notice pursuant to Section 6.5 requesting one or more Advances, the proceeds of which are to be utilized to finance such Takeover, such Borrower shall provide to the Agent evidence satisfactory to the Agent (acting reasonably) that the board of directors or like body of the Target, or the holders all of the Shares or other securities of the Target, has or have approved, accepted or recommended to securityholders acceptance of the Takeover.
Takeover Notification. Terms defined in the Securities Act (Alberta) are used with the same meaning in this Section 3.4. In the event the Borrower wishes to utilize Borrowings to, or to provide funds to any Subsidiary to, offer to acquire outstanding securities of any person (other than a private company or a corporation whose shares are directly or indirectly held by one person and associates of such person) (the "Target") where, as of the date of the offer to acquire, the securities that are subject to the offer to acquire, together with the securities of such person that are beneficially owned, or over which control or direction is exercised, by the Borrower and its Subsidiaries and any person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate the lesser of such percentage of outstanding securities as is considered to be a "takeover bid" under any law or regulation applicable to the Target and twenty percent (20%) or more of all of the outstanding securities of that class of securities of the person (a "Takeover") except where such Takeover is made pursuant to exemptions from formal takeover bid requirements under applicable securities legislation or any order of any applicable securities regulatory authority, then either:
Takeover Notification. In the event the Borrower wishes to utilize Accommodations to, or to provide funds to any Subsidiary to, offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (other than a private issuer as defined under the Securities Act (Alberta) or a corporation whose shares are directly or indirectly held by one Person) (the "Target") where, as of the date of the offer to acquire, the securities that are subject to the offer to acquire, together with the securities of such Person that are beneficially owned, or over which control or direction is exercised, by the Borrower and its Subsidiaries and any Person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate ten percent (10%) or more of all of the outstanding securities of that class of securities of the relevant Person (a "Takeover"), then either:
Takeover Notification. In the event the Borrower wishes to utilize Accommodations to, or to provide funds to any Subsidiary to, offer to acquire (which shall include an offer to purchase securities, solicitation of an offer to sell securities, an acceptance of an offer to sell securities, whether or not the offer to sell was solicited, or any combination of the foregoing) outstanding securities of any Person (other than a private company as defined under the Securities Act (Alberta) or a corporation whose shares are directly or indirectly held by 1 Person) where, as of the date of the offer to acquire, the securities that are subject to the offer to acquire, together with the securities of such Person that are beneficially owned, or over which control or direction is exercised, by the Borrower or its Subsidiaries and any Person acting jointly or in concert with any thereof on the date that the offer to acquire is made, constitute in the aggregate 5% or more of all of the outstanding securities of that class of securities of the Person or are likely to result in a change of the voting control of such Person if it is a publicly traded corporation, then the Borrower shall require the consent of each Lender, such consent not to be unreasonably withheld.