Tender Offer Documents. AQU will file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Tender Offer which will contain the materials set forth in this Section 7.8(c). The Schedule TO will contain or will incorporate by reference an offer to purchase (an “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (such Schedule TO, Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). Each of AQU, KBS, the Company and the Principal Stockholders agree to correct promptly any information provided by it for use in the Offer Documents that will have become false or misleading in any material respect, and AQU further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of AQU Common Stock, in each case as and to the extent required by applicable federal securities laws. AQU will give KBS, the Company, the Principal Stockholders and their counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of AQU Common Stock. AQU will provide KBS, the Company, the Principal Stockholders and their counsel with any comments that AQU or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and will provide KBS, the Company and their counsel with a reasonable opportunity to participate in the response of AQU to such comments.
Tender Offer Documents. The Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Rival Company at $13.75 Net Per Share, dated December 23, 1998, and the related Letter of Transmittal, Notice of Guaranteed Delivery, and Schedule 14D-9 Solicitation/Recommendation Statement, each in the form delivered to the Agent prior to the Closing Date.
Tender Offer Documents. The Agent shall have received evidence satisfactory to it that the Tender Offer has been consummated in accordance with the terms of the Tender Offer Documents, and that at least 70% of the outstanding shares of Rival have been validly tendered and not withdrawn. Each Bank shall have received final copies of each of the Tender Offer Documents.
Tender Offer Documents. Each of the representations and warranties made by any Company Party in the Tender Offer Documents shall be true and correct in all respects as of the date made and shall be true and correct in all respects as of the Closing Date and as of the date of this Agreement.
Tender Offer Documents. (a) None of the Tender Offer Documents will, at the times such Tender Offer Documents are filed with any Securities Authority, are mailed to the shareholders of the Company or at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not. misleading, except that no representation or warranty is made by Bidder with respect to information supplied in writing by the Principal Shareholders or any Affiliate of the Principal Shareholders expressly for inclusion therein. The Tender Offer Documents will comply as to form in all material respects with the provisions of the Securities Laws.
Tender Offer Documents. Neither the Schedule TO nor the Offer Documents (as such terms are defined in the Merger Agreement), at the respective times the Schedule TO, the Offer Documents or any amendments or supplements thereto were filed with the Securities and Exchange Commission or were first published, sent or given to stockholders of Bairnco, as the case may be, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Schedule TO complies as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Notwithstanding the foregoing, the Seller make no representation or warranty with respect to any information supplied by or on behalf of Bairnco which is contained in any of the foregoing documents.
Tender Offer Documents. Neither the Tender Offer Documents nor any information supplied by Parent or the Purchaser for inclusion in the Schedule 14D-9 will, at the respective times the Schedule 14D-1 and the Schedule 14D-9 are filed with the SEC and first published, sent or given to ASARCO shareholders, contain a false and misleading statement with respect to any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If a Proxy Statement is mailed to ASARCO shareholders, on the date the Proxy Statement is mailed to ASARCO shareholders and on the date of the ASARCO Shareholders Meeting, if there is one, none of the information supplied by Parent and the Purchaser for inclusion in the Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the ASARCO Shareholders Meeting or the solicitation of proxies to be used at the ASARCO Shareholders Meeting. However, Parent and the Purchaser do not make any representations or warranties with respect to information supplied by ASARCO or any of its affiliates or representatives for inclusion in the Tender Offer Documents, or with respect to the Schedule 14D-9 or the Proxy Statement (except to the extent of information supplied by Parent and the Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement). The Tender Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
Tender Offer Documents. The Company agrees to furnish Dealer with as many copies as it may reasonably request of the Tender Offer Documents to be used by the Company in connection with the Tender Offers. The Company agrees that, prior to using the Tender Offer Documents, it will submit copies of such documents to Dealer and will give reasonable consideration to Dealer’s comments, if any, thereon. If any event occurs as a result of which any Tender Offer Documents will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company shall, promptly upon becoming aware of any such event, prepare and furnish copies of such amendments or supplements to correct any such Tender Offer Documents to Dealer, and upon notification pursuant to Section 8, Dealer agrees not to use the Tender Offer Documents, in such case, until the Tender Offer Documents are so supplemented or amended.
Tender Offer Documents. On or prior to the Tender Offer Closing Date, there shall have been delivered to the Administrative Agent true and correct copies of the Tender Offer Documents and the Additional Tender Offer Documents (which Additional Tender Offer Documents, other than any Additional Tender Offer Document consisting solely of an amendment extending the expiration date of the Tender Offer, shall be reasonably satisfactory to the Administrative Agent), and each of the conditions to purchase contained in the Offer to Purchase shall have been satisfied to the satisfaction of, or if applicable, waived with the consent of the Administrative Agent. The Administrative Agent acknowledges that, as of the Effective Date, it is satisfied with the Tender Offer Documents delivered to it prior to the Effective Date. -84- -26- (i) Tender of Shares of Eljer; Control. On the Initial Borrowing Date, (i) the Tender Offer Closing Date shall have occurred, (ii) there shall have been validly tendered to Acq. Sub and not withdrawn the number of Shares that satisfies the "Minimum Condition" as defined in the Offer to Purchase and the price per Share payable pursuant to the Offer to Purchase shall not exceed the Maximum Price Per Share, (iii) such number of Shares shall have been validly tendered to Acq. Sub, free and clear of all Liens and restrictions to purchase imposed by applicable law or otherwise and such Shares shall not have been validly withdrawn and shall be available for purchase in accordance with the terms and conditions set forth in the Offer to Purchase and (iv) the Company (and/or Acq. Sub) shall have expended at least $82,000,000 of cash on hand to consummate the Tender Offer prior to, or concurrently with, the incurrence of the A Term Loans. After giving effect to the consummation of the purchase of the Shares pursuant to the Tender Offer, Acq. Sub shall own and control that number of Shares of Eljer as shall be necessary to permit Acq. Sub to approve the Merger without the affirmative vote or approval of any other shareholders, and there shall be no applicable statute or other restriction which would prohibit, materially restrict or materially delay the consummation of the Merger or which would be reasonably likely to make the consummation of the Merger economically unfeasible.
Tender Offer Documents. Parent shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Tender Offer which shall contain the materials set forth in Schedule 6.04(b). Each Schedule TO shall contain or shall incorporate by reference an offer to purchase (an “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (such Schedule TO, Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). Parent and the Company agree to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent further agrees to take all steps reasonably necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Parent Shares, in each case as and to the extent required by applicable federal securities laws. Parent shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Parent Shares. Parent shall provide the Company and its counsel with any comments that Parent or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Parent to such comments.
