Takeover Offer Sample Clauses

Takeover Offer. (a) The Purchaser will (i) on the first Business Day after the Effective Date, together with EME cause to be delivered to the Takeovers Panel a request for exemption from certain rules of the Takeovers Code in substantially the form attached hereto as Schedule 1.2(a)(i) (“Exemption Request”), and (ii) provided the Takeovers Panel issues an exemption notice in substantially the form attached to the Exemption Request (the “Proposed Exemption Notice”) or an exemption notice not adverse to EME or the Purchaser as compared to the Proposed Exemption Notice (in either case, upon issuance, an “Exemption Notice”), on the third Business Day after request is made by EME to Purchaser (which request shall be made in sufficient time such that the Project Closing can occur prior to the expiration of the Exemption Notice but shall not be made later than October 11, 2004) give notice to Contact pursuant to rule 41 of the Takeovers Code (the “Company Notice”) of the Purchaser’s intention to make the Takeover Offer in substantially the form of Schedule 1.2(a)(ii). EME and the Purchaser shall each use its Commercially Reasonable Efforts to obtain the Exemption Notice and shall act reasonably in considering whether or not to accept any changes to the Proposed Exemption Request or the Contemplated Transactions required by the Takeovers Panel or requested by EME for the purpose of enhancing the likelihood of the Takeovers Panel issuing an Exemption Notice not adverse to EME or the Purchaser as compared to the Proposed Exemption Notice. If the Takeovers Panel denies the Exemption Request (or issues an exemption notice other than the Proposed Exemption Notice or as is not adverse to EME or the Purchaser as compared to the Proposed Exemption Notice), or fails to issue an Exemption Notice within thirty (30) Business Days of the making of the Exemption Request (subject to reasonable extension by EME upon written notice to Purchaser based on EME’s reasonable judgment that an extension of such period will increase the likelihood that an acceptable Exemption Notice will be issued), then (A) EME will, within ten (10) Business Days after the expiration of such thirty (30) Business Day (or longer) period, or notice from the Takeovers Panel of such denial, notify the Purchaser whether EME elects to terminate this Agreement, or to accept the Takeover Offer by causing the Sellers to deliver the Seller-Owned Contact Shares in lieu of the Project Securities (a “Contact Shares Delivery Transacti...
Sample 1
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Takeover Offer. In order to give effect to the intent expressed in the -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOI, forthwith after signing this Agreement LIQUITEK will take all steps necessary to make a takeover offer under the Companies Amendment Xxx 0000 (NZ) (or the Takeovers Xxx 0000 (NZ), if applicable) for all shares, warrants and options issued by DISTECH and which are not subject to this Agreement on the same commercial terms MUTATIS MUTANDIS as are contained in this Agreement providing for the exchange of Liquitek Shares for Distech Shares, options to purchase Liquitek Shares ("Liquitek Options") for options to purchase Distech Shares ("Distech Options"), and Liquitek Warrants for Distech Warrants owned by the Remaining Stockholders, and in particular (but without limitation): 3.2.1 The following conversion rates will apply: (i) three Liquitek Shares for every one Distech Share; (ii) three Liquitek Options for every one Distech Option; and (iii) three Liquitek Warrants for every one Distech Warrant. 3.2.2 The provisions of clause 1.4.5 will be deemed to apply to such shares, options and warrants issued by LIQUITEK in accordance with the takeover offer described herein. 3.2.3 LIQUITEK will provide to the Remaining Stockholders whose Distech Shares, Distech Warrants, and Distech Options are the subject of such takeover offer the warranties and representations in the form set out in Article IV of this Agreement, and the Remaining Shareholders will in turn provide LIQUITEK with the warranties and representations in the form set out in Article V of this Agreement. 3.2.4 The Remaining Shareholders will be given the opportunity to participate in the Registration Statement on the same commercial terms MUTATIS MUTANDIS as are contained in this Agreement.
Sample 1
Takeover Offer. The Bidder Entities undertake to the Company to prepare, make, through the Bidder, and consummate the Takeover Offer subject to and in accordance with the terms of this Agreement and all applicable Laws. To that effect and notwithstanding the more specific undertakings set forth in this Agreement (provided, however, that any undertakings with respect to Regulatory Clearances shall be exclusively governed by Section 22), the Parties shall use their best efforts to ensure that the Takeover Offer and the Takeover will be completed as soon as reasonably possible following the entering into this Agreement subject to and in accordance with the terms of this Agreement. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Sample 1
Takeover Offer. Future reserves the right, with the consent of the Panel and subject to the terms of the Co- operation Agreement, to elect to implement the Combination by way of a Takeover Offer for the entire issued and to be issued share capital of GoCo Group as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Future so decides, on such other terms being no less favourable (subject to appropriate amendments to reflect the terms of the Co-operation Agreement), so far as applicable, as those which would apply to the Scheme.
Sample 1
Takeover Offer. “Takeover Offer” means a contractual takeover offer under the Code for the entire issued and to be issued share capital of Offeree to be made by BidCo should Offeror so elect in accordance with the terms of this Agreement, including, where the context so requires, any subsequent revision, variation, extension or renewal of any such takeover offer.
Sample 1
Takeover Offer. (1) At any time prior to the Effective Time, and subject to giving the Company no less than 5 Business Days’ notice of its intention to do so, Purchaser and AcquireCo shall be entitled to effect the Acquisition by way of the Offer rather than the Scheme (such election being an “Offer Election”), if Purchaser reasonably determines, in good faith, that effecting the Acquisition by way of the Offer would reasonably be expected to increase the likelihood that the Acquisition will be consummated. (2) In the event of an Offer Election, the Parties agree (i) to cooperate fully and in good faith to make appropriate amendments to the provisions of this Article 2 and to provide for such other modifications to this Agreement, in each case, to the extent such amendment or modification is necessitated by effecting the Acquisition by way of the Offer rather than the Scheme; provided, however, that no such amendment or modification shall (a) alter or change in any way (including as to the amount or kind) the Consideration, (b) adversely affect in any material respect the Tax treatment of Company Securityholders as a result of the Acquisition or (c) adversely and materially affect any Party’s ability to satisfy any of the conditions set forth in Article 6; provided, further, that all other provisions of this Agreement that are not required to be amended or modified in order to give effect to the Offer Election shall apply to the Offer and the subsequent consummation of the Acquisition; (ii) that Purchaser shall prepare the definitive agreement providing for all such amendments and modifications to this Agreement for execution by the Parties and that the Parties shall use their respective reasonable best efforts to execute such definitive agreement as promptly as practicable and (iii) that each Party shall use its reasonable best efforts to cause the transactions contemplated by this Agreement, as so amended and modified, to be consummated as soon as practicable thereafter and in accordance with the terms of this Agreement, as so amended and modified.
Sample 1
Takeover Offer. The parties agree that Agria Singapore will give notice to PGW of its intention to make a takeover offer substantially in the form of the takeover offer annexed as an appendix to this Agreement (Takeover Offer) the terms of which may be materially varied by Agria Singapore only with the consent of New Hope.
Sample 1
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Takeover Offer 
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Related to Takeover Offer

  • Tender Offer (a) The Borrower will use its best efforts to consummate the Tender Offer with respect to all of the Holding Company Convertible Notes tendered thereunder no later than November 5, 2009 (or such later date to which the Tender Offer may be extended by the Borrower in good faith) (and, upon the consummation thereof, the Borrower shall promptly notify in writing the Administrative Agent of the completion of the Tender Offer Transactions). (b) As of the Fourth Restatement Effective Date, the Borrower shall deposit the Initial Second Priority Proceeds (less the portion thereof to be used, together with the proceeds of the Tranche B Term Loans and the Tranche B-1 Term Loans, to make the payments provided for in Section 5.01(f)) directly into the Initial Second Priority Debt Proceeds Collateral Account; provided that, at any time after the Fourth Restatement Effective Date, so long as no Default shall have occurred and be continuing, the funds from the Initial Second Priority Debt Proceeds Collateral Account shall be available to be withdrawn at the request of the Borrower to the Administrative Agent solely (but for no other purpose) (i) to purchase the Holding Company Convertible Notes pursuant to the consummation of the Tender Offer and (ii) if any Holding Company Convertible Notes remain outstanding after consummation of the Tender Offer, (A) to repurchase, redeem, defease, retire or acquire for value or pay the principal of any of the remaining Holding Company Convertible Notes or (B) to make payment of cash dividends or distributions to the Holding Company in an amount sufficient to enable the Holding Company to repurchase, redeem, defease, retire, acquire for value or pay the principal of any such Holding Company Convertible Notes (provided that such payments are applied directly to such repurchase, redemption, defeasance, retirement, acquisition for value or payment of principal); provided further that (A) following the expiration of the put rights of the holders of the Holding Company 3.00% Convertible Notes on May 15, 2010 and/or the holders of the Holding Company 4.875% Convertible Notes on January 15, 2011 (but excluding any other put rights thereunder), to the extent that any such holders do not exercise such put rights pursuant to the terms thereof, within 120 days after the expiration of such put rights, the Borrower shall apply the portion of the balance held in the Initial Second Priority Debt Proceeds Collateral Account that it does not require to satisfy any such remaining put rights (or, upon expiration of all such put rights, the entire remaining balance held therein) (x) so long as no Default shall have occurred and be continuing or would result therefrom, to purchase, repurchase, redeem, prepay or otherwise acquire for value any of the Other Debt and/or (y) to prepay the Tranche B Term Loans and (if any) the Incremental Loans in the order specified in Section 2.09(b)(iii); and (B) prior to any request for withdrawal of funds by the Borrower from the Initial Second Debt Priority Proceeds Collateral Account, the Borrower shall provide a certificate signed by a senior officer of the Borrower to the Administrative Agent certifying as to the use of such funds and that such use is permitted under this Section.

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

  • Business Combination Announcement Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the final approval of the Representative, which approval will not be unreasonably withheld.

  • Takeover Laws No party hereto shall take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them shall take all necessary steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Tender Offers In case (i) a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (ii) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer, by the Company or any subsidiary of the Company for all or any portion of the Common Stock expiring within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made and (iii) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made, exceeds 15% of the product of the Current Market Price per share of the Common Stock as of the last time (the "Expiration Time") tenders could have been made pursuant to such tender or exchange offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Settlement Rate shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to (x) the product of (I) the Current Market Price per share of the Common Stock on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the transactions described in clauses (i), (ii) and (iii) above (assuming in the case of clause (i) the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and (B) the denominator of which shall be equal to the product of (x) the Current Market Price per share of the Common Stock as of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares").

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Takeover Statutes If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • Change of Recommendation Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

  • Business Combination In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.

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