Tender Offer Conditions. At any time on or after the date hereof and at or before the time of payment for the Transferred Shares hereunder, none of the Tender Offer Conditions shall have occurred.
Tender Offer Conditions. Notwithstanding any other provisions of the Offer, the Company shall not be required to accept for payment or, subject to any applicable rules of the SEC, pay for any tendered shares and may, subject to Section 1.01 and Article IX, terminate or amend the Offer and/or delay the acceptance of shares for payment if any of the following events shall occur and be continuing at the Expiration Time:
Tender Offer Conditions. The capitalized terms used but not defined in this Annex A shall have the meanings set forth in the Agreement to which it is annexed. Notwithstanding any other provision of the Offer and subject to the provisions of the Agreement, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for any Shares tendered pursuant to the Offer and may terminate or amend the Offer and may postpone the acceptance of, and payment for, any Shares, if (i) there shall not have been validly tendered and not properly withdrawn prior to the expiration of the Offer a number of Shares which represent more than fifty percent (50%) of all issued and outstanding Shares, on a fully diluted basis (“on a fully-diluted basis” meaning, at any time, the number of Shares issued and outstanding, together with the Shares which the Company may be required to issue pursuant to vested options, warrants or other convertible securities or obligations outstanding at such time under employee stock or similar benefit plans or otherwise) or held by Parent, Purchaser or any affiliate thereof or issuable upon the exercise of any equity or debt security held by Parent, Purchaser or any affiliate thereof, on the date of purchase (the “Minimum Condition”), (ii) any applicable waiting period (and any extension thereof) under the HSR Act (or similar law applicable to this transaction involving any Government Entity) shall not have expired or been terminated or (iii) if, at any time on or after the date of the Agreement and at or before the time of payment for any such Shares (whether or not any Shares have theretofore been accepted for payment or paid for pursuant to the Offer) any of the following shall occur:
Tender Offer Conditions. Notwithstanding any other term of the Offer ----------------------- or this Agreement, Acquiror shall not be required to accept for payment, purchase or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) of the Exchange Act, pay for, any tendered Shares and may postpone the acceptance for payment or, subject to the restrictions referred to above, the payment for, any tendered Shares, if (i) any applicable waiting period under the HSR Act has not expired or been terminated prior to the expiration of the Offer or (ii) there shall not have been validly tendered and not validly withdrawn pursuant to the Offer, a number of Shares which, when added to the Shares, if any, previously acquired by Acquiror (but excluding Shares subject to the Voting Agreement), constitute more than two-thirds of the outstanding Shares calculated on a fully diluted (excluding the effect of the Rights) basis (the "Minimum Condition"). In addition to and not limiting the foregoing, notwithstanding any other provision of the Offer, the Acquiror shall not be required to accept for payment or, subject to the applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any tendered Shares and may elect not to commence the Offer, may terminate, subject to the terms of this Agreement, or amend the Offer and may postpone the acceptance of and payment for, tendered Shares at any time on or after this date and at or before the time of acceptance of tendered Shares for payment pursuant to the Offer or payment therefor (whether or not any tendered Shares have been accepted for payment or paid for) if any of the following events shall occur:
Tender Offer Conditions. If the Purchaser waives any Tender Offer Condition for purposes of Section 6.5 hereof or the Tender Offer, the Purchaser shall waive such condition with respect to the Tender Offer or Section 6.5 hereof, as the case may be.
Tender Offer Conditions. It is a condition to each of the Initial Tender Offer and the Conditional Tender Offer (in addition to the condition that the Trigger be satisfied in the case of the Conditional Tender Offer) that the Fund cannot accept tenders or effect repurchases, unless otherwise determined by the Fund’s Board of Trustees, if: (1) such transactions, if consummated, would (a) result in delisting of the Fund’s Shares from the NYSE (the NYSE Listed Company Manual provides that the NYSE would promptly initiate suspension and delisting procedures with respect to closed-end funds if the average global market capitalization of the entity over thirty consecutive trading days is below $50,000,000); (b) cause the Fund to fail to qualify and to be treated as a regulated investment company under the Internal Revenue Code of 1986 (which would subject the Fund to tax on its taxable income at corporate rates, and cause all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, to be taxable to stockholders as ordinary income); or (c) result in a failure to comply with the applicable asset coverage requirements applicable to any senior securities of the Fund that are issued and outstanding; (2) there is any (a) in the Board of Trustees’ reasonable judgment, material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund; (b) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), or the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) National Market System; (c) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State or (d) a new limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions; or (3) the Board of Trustees determines in good faith, upon written advice of counsel, that effecting any such transaction would constitute a breach of their fiduciary duty owed to the Fund or its shareholders. For Immediate Release Contacts: Xxx Xxxxxxxx, +0 000.000.0000 Xxxxx Xxxx, +0 000.000.0000 BOSTON (July 11, 2017) – MFS Investment Management® (MFS®) announced today that the Board of Trustees (the “Board”) of MFS Investment Grade Municipal Trust (the “Fun...
Tender Offer Conditions. The Holder’s obligations under Section 1 of this Agreement and the Company’s acceptance of any Notes tendered by the Holder (or an affiliate) shall be subject to consummation of the Tender Offer upon the terms and subject to the satisfaction of the conditions set forth in the definitive documents regarding the Tender Offer (unless, with respect to only the Minimum Condition, waived by each Investor). The Holder, on behalf of itself and its affiliates, acknowledges that the Company’s acceptance of any Notes tendered will, among other things, be subject to the consummation of the transactions contemplated under the (a) Securities Purchase Agreement and (b) the Term Loan Documents (as defined in the Securities Purchase Agreement).
Tender Offer Conditions. Notwithstanding any other term of the Offer or this Agreement, Merger Subsidiary shall not be required to accept for payment, purchase or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) of the Exchange Act, pay for, any tendered shares of Company Common Stock (“Shares”) and may postpone the acceptance for payment or, subject to the restrictions referred to above, the payment for, any tendered Shares, if any Tender Offer Conditions have not been satisfied. For purposes hereof, “Tender Offer Conditions” shall mean: (i) the expiration or termination, prior to the expiration of the Offer, of any applicable waiting period under the HSR Act (the “HSR Condition”), (ii) there shall have been validly tendered (and not withdrawn) pursuant to the Offer, a number of Shares which, when added to the Shares, if any, previously acquired by Merger Subsidiary, constitute more than two-thirds of the issued and outstanding Shares calculated on a fully diluted basis (the “Minimum Condition”), and (iii) there shall not have occurred any of the events listed below:
Tender Offer Conditions. The obligations of each Investor to purchase Tendered Securities at the Tender Offer Closing shall be subject to the fulfillment, to such Investor's reasonable satisfaction or waiver on or before November 1, 2005 or the Tender Offer Closing Date, of the following closing conditions (collectively, the "Tender Offer Conditions"):
(a) The Closing shall have occurred.
(b) Each representation and warranty of the Company set forth in this Agreement that is qualified as to "materiality" (or as to Material Adverse Effect) shall have been true and correct in all respects and each representation and warranty of the Company set forth in this Agreement that is not so qualified shall have been true and correct in all material respects, in all cases, as of the Closing Date as though made on and as of the Closing Date, except to the extent that such representations or warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date.
(c) The Company will have performed and complied in all material respects with all agreements required by this Agreement to be performed or complied with by it at or prior to the Tender Offer Closing Date.
(d) The Tender Offer shall have resulted in the tender to the Investors in accordance with the terms of the Offer Materials of shares of Common Stock and Series D Preferred Stock with an aggregate purchase price of not less than $75,000,000, as calculated based on the Tender Prices.
(e) No action or proceeding by or before any court, administrative body or governmental agency shall have been instituted or threatened which seeks to enjoin, restrain or prohibit, or seeks damages in respect of, the Tender Offer Purchase, or otherwise imposes any restriction or limitation on the ability of the Investors to acquire, hold or exercise the full rights of ownership of the Tendered Securities. No law or regulation shall be in effect and no court order, injunction, judgment or decree shall have been entered in any action or proceeding instituted by any party which enjoins, restrains or prohibits the consummation of the Tender Offer Purchase or otherwise imposes any restriction or limitation on the ability of the Investors to acquire or hold the Tendered Securities.
(f) All governmental entities and similar bodies, the consent, authorization or approval of which is necessary under any applicable law, rule, order or regulation (excluding consents, authorizations and app...
Tender Offer Conditions. Notwithstanding any other provision of the Offer, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and (subject to any such rules or regulations) may, but only to the extent expressly permitted by this Agreement, delay the acceptance for payment of, any tendered Shares, if (a) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer a number of Shares that, when considered together with all other Shares (if any) beneficially owned by Parent and its affiliates and all Top-Up Option Shares, if any, that will be available for purchase by Merger Sub at any time on or after the Acceptance Time pursuant to the Top-Up Option, would constitute at least 90% of the aggregate number of Shares outstanding at the time of the expiration of the Offer (as determined on a fully-diluted basis) (the “Minimum Condition”) or (b) at any time after the date of the Agreement and before the expiration of the Offer, any of the following events shall occur and be continuing:
