Tender Offer. (a) Provided that this Agreement shall not have ------------ been terminated in accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred or be existing, within five business days of the date hereof, Purchaser shall cause Merger Sub to commence a tender offer (the "Offer") for all of the outstanding shares of Common Stock, par value ----- $1.00 per share, of the Company, including the associated Rights (as defined in Section 6.1(b)) (together, the "Shares") at a price of $22.00 per Share in cash, ------ net to the seller, subject to the terms and conditions set forth in Annex A hereto (the "Offer Conditions"). The initial expiration date of the Offer shall ---------------- be the date twenty business days from and including the date (the "Commencement ------------ Date") the Offer Documents (as hereinafter defined) are first filed with the ---- Securities and Exchange Commission (the "SEC"). Purchaser and Merger Sub --- expressly reserve the right, in their sole discretion, to waive any condition (other than the Minimum Condition, as defined in the Offer Conditions) and to set forth or change any other term and condition of the Offer, provided that, -------- unless previously approved by the Company in writing, no provision may be set forth or changed which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), reduces the maximum number of Shares to be purchased in the Offer, or imposes conditions to the Offer in addition to those set forth herein that are materially adverse to holders of the Shares. Merger Sub covenants and agrees that, subject to the terms and conditions of the Offer, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, provided that Merger Sub shall have the right, in its sole -------- discretion, to extend the Offer from time to time notwithstanding the prior satisfaction of the Offer Conditions. It is agreed that the terms and conditions set forth in the Offer, including but not limited to the Offer Conditions, are for the benefit of Purchaser and Merger Sub and may be asserted by Purchaser and Merger Sub regardless of the circumstances giving rise to any such condition.
Tender Offer. To the depository agent or other receiving agent in connection with tender or other similar offers for portfolio securities of the Fund; 5)
Tender Offer. A tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding.
Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the Company, and such offer is consummated for the equity securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;
Tender Offer. A tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. Notwithstanding anything in this Agreement to the contrary, in no event shall the reorganization of the Bank from the mutual holding company form of organization to the full stock holding company form of organization (including the elimination of the mutual holding company) constitute a “Change in Control” for purposes of this Agreement.
Tender Offer. (a) No later than ten Business Days following the date of this Agreement, the Company shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an issuer tender offer to all stockholders to repurchase no less than 5,314,009 shares of Common Stock at a price of $10.35 per share in cash (the “Tender Offer”) (it being understood that the Company shall not be in breach of the foregoing in the event less than 5,314,009 shares of Common Stock are tendered and accepted in such Tender Offer). The expiration of the Tender Offer shall be no later than February 28, 2017 (the “Tender Offer Expiration Date”), after which the Company shall not extend the Tender Offer. The obligations of the Company to accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Tender Offer shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the following conditions: (i) the Company has obtained all governmental, regulatory or NASDAQ consents and approvals necessary in order to consummate and effect the Tender Offer; (ii) no governmental authority of competent jurisdiction has enacted, issued or entered any restraining order, injunction or similar order or legal restraint that enjoins or otherwise prohibits the Tender Offer (a “Government Restraint”); and (iii) no legal action shall have been instituted or pending by an governmental authority of competent jurisdiction that challenges or otherwise relates to the Tender Offer (a “Government Action”). In no event shall the Company, without the prior written consent of the Stockholders, (A) reduce the number of shares of Common Stock subject to the Tender Offer; (B) reduce the price per share in the Tender Offer or change the form of consideration payable pursuant to the Tender Offer; or (C) amend or supplement any term of the Tender Offer in a manner adverse to the Stockholders.
Tender Offer. The Tender Offer shall have expired and the Company shall have purchased Shares in the Tender Offer in accordance with the terms thereof.
Tender Offer. As promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date hereof, Liberty shall commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase any and all of the outstanding shares of Liberty Common Stock that are not owned by Vintage or its Affiliates (the “Tender OfferSection 5.10(a) 08D0C9EA79F9BACE118C8200AA004BA90B02000000080000000D0000005F00520065006600310033003400330032003100360037000000 ” ”) for cash at a price of $12.00 per share, without interest and less any applicable withholding Taxes (the “Tender Consideration”). Liberty agrees that no shares of Liberty Common Stock held by Liberty or any Subsidiary thereof will be tendered in the Tender Offer. Liberty shall conduct the Tender Offer pursuant to Regulation 14E of the Exchange Act and will file all applicable Tender Offer documents with the SEC as may be required under the Exchange Act. The obligation of Liberty to accept for payment shares of Liberty Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer shall be subject only to the satisfaction of each of the conditions set forth in Exhibit D hereto. Unless agreed to by each of Liberty, the Special Committee and Buddy’s, no material change (including changing the amount per share offered to the holders of Liberty Common Stock) may be made to the terms or conditions of the Tender Offer. The Tender Offer shall expire on the date that is twenty (20) Business Days following the commencement of the Tender Offer (the “Initial Expiration Date”); provided, however, that with Buddy’s prior written consent (not to be unreasonably conditioned, withheld or delayed), Liberty may extend the Tender Offer for one or more consecutive periods beyond the Initial Expiration Date, including if, at any scheduled expiration of the Tender Offer, the conditions set forth in the Tender Offer or in Exhibit D hereto have not been satisfied or waived (the Initial Expiration Date, as extended, the “Expiration Time”). Notwithstanding the foregoing, Liberty, without the consent of the Member Representative, may extend the Tender Offer for any period required by any Law or the SEC. Notwithstanding anything to the contrary herein, but subject in all respects to the consent rights of the Member Representative expressly set forth in this Section 5.10, any and all decisions regarding the Tender Offer, including the timing of the commencement of the Tender Offer and the TO R...
Tender Offer. Prior to the Closing Date, as soon as is reasonably practicable after receipt by the Parent from the Company of all financial and other information required in the Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”), the Parent shall commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase up to 4,750,000 of the outstanding Parent Ordinary Shares sold in its IPO (the “Share Tender Offer”) for cash in accordance with the Parent Charter and the IPO Prospectus. In accordance with the Parent Charter and the IPO Prospectus, the proceeds held in the Trust Account will be used for the purchase of the Parent Ordinary Shares validly tendered in the Share Tender Offer. In connection therewith, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Schedule TO, which shall contain or shall incorporate by reference an offer to purchase and forms of the letter of transmittal and such other required documents (collectively, the “Offer Documents”) for the purpose of conducting the Share Tender Offer. The Company shall furnish to the Parent all information concerning the Target Companies, including a description of their respective businesses, management, operations and financial condition, required to be set forth in the Offer Documents. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior to their filing with the SEC. The Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Offer Documents and shall otherwise use commercially reasonable efforts to complete the SEC review process as promptly as practicable. The Parent shall promptly distribute the completed Offer Documents to the holders of its Parent Ordinary Shares and subject to the other provisions of this Agreement and applicable Laws and SEC regulations, purchase the Parent Ordinary Shares validly tendered to the Parent pursuant to the Share Tender Offer. The Parent may, without the consent of the Company, extend the Share Tender Offer for any period required by any rule, regulation or interpretation of the SEC or its staff applicable to the Share Tender Offer.
Tender Offer. Each Participant (or, if applicable, his Beneficiary) shall have the right to direct the Trustee as to whether the shares of Stock which are allocated to his Company Contributions Account are to be tendered pursuant to any tender offer made for the Stock of the Holding Company. The Trustee shall as soon as practical (and in no event later than five (5) calendar days) after its receipt of the tender offer documents shall cause to be prepared and delivered to each Participant (and, if applicable, his Beneficiary) who has a Company Contributions Account as of the date of the tender offer a copy of all relevant information as to the tender offer and a written election form which will direct the Trustee as to whether it should tender the shares of Stock held in such Participant's Company Contributions Account. The shares of Stock for which no direction is received by the Participant (or, if applicable, his Beneficiary) or held by the Trustee in any unallocated account shall be tendered in proportion to the tendering directions received by the Trustee with respect to the allocated shares of Stock. The Trustee shall take steps to keep a Participant's decision whether or not to tender shares of Stock confidential and shall not provide the information to the Companies.
