Tender Offer Materials. The Tender Offer Materials, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact (known to Company or any of its Subsidiaries, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made.
Tender Offer Materials. The Arrangers shall have received a copy of all Tender Offer Materials and other documents in connection therewith filed with the Securities and Exchange Commission. The Tender Offer Materials shall not have been amended or otherwise modified, and no conditions to the Tender Offer shall have been modified or waived in any respect, if such amendment, modification or waiver would (w) increase the consideration payable per share of Target Common Stock, (x) increase the aggregate amount of cash consideration to be paid by Merger Sub in connection with the Tender Offer and the Merger, (y) decrease the number of shares constituting Minimum Shares set forth in the condition with respect to the minimum number of shares to be validly tendered, or (z) otherwise be materially adverse to the Lenders, without in each case obtaining the prior written consent of Arrangers to such amendment, modification or waiver.
Tender Offer Materials. If SFOG Acquisition A and SFOG ------------------------ Acquisition B elect to use a Solicitation Agent in connection with the Tender Offer, then no later than four Business Days prior to the Tender Offer Date, SFOG Acquisition A and SFOG Acquisition B jointly shall designate a reputable proxy solicitation, trust company or similar firm reasonably acceptable to Xxxxxx to act as solicitation agent (the "Solicitation Agent") in connection with the Tender Offer. SFOG Acquisition A and SFOG Acquisition B jointly shall, or shall instruct the Solicitation Agent to, mail to each Unitholder at the address or addresses of each such Unitholder provided to SFEC by Fund, (a) an offer to purchase, setting forth the terms and conditions of the Tender Offer and such additional disclosures, if any, as SFOG Acquisition A and SFOG Acquisition B jointly shall elect to include, (b) a letter of transmittal to be used in tendering Units and appropriate instructions with respect thereto and (c) any other offering materials specified by SFOG Acquisition A and SFOG Acquisition B, all of which, to the extent applicable, shall be furnished to the Solicitation Agent by SFOG Acquisition A and SFOG Acquisition B. In connection with the foregoing, Fund will cooperate with SFOG Acquisition A, SFOG Acquisition B and the Solicitation Agent, if any, and no later than ten days prior to the Tender Offer Date shall furnish SFEC with the name, number of Units held of record and address of each Unitholder as set forth in the partnership records of Fund and any additional address or addresses of any Unitholder furnished to Fund by such Unitholder in writing and shall advise SFEC in writing of any changes in the list so provided to SFEC prior to the Tender Offer Settlement Date. Any offering materials mailed to any Unitholder in the manner provided in this Section 2.4 shall, for the purposes of this Article II, be conclusively deemed to have been delivered, whether or not such Unitholder actually receives such offering materials. Offering materials and other documents so mailed by the Solicitation Agent, if any, will, for the purposes of this Article II, be deemed mailed by SFOG Acquisition A and SFOG Acquisition B on the date mailed by the Solicitation Agent.
Tender Offer Materials. The Company agrees to furnish JPMC with as many copies as it may reasonably request of the Tender Offer Document, Tender Forms, Letter of Transmittal and Schedule TO, any amendments or supplements thereto, and any other documents, materials, or filings whatsoever relating to the Tender Offer (collectively, as amended or supplemented from time to time, the “Tender Offer Materials”) to be used by the Company in connection with the Tender Offer, whether in the US or outside the US. The Company agrees that, prior to using the Tender Offer Materials, it will submit copies of such materials to JPMC (which will forward copies of such materials to JPMS to the extent that it deems necessary) and will give reasonable consideration to JPMC’s and/or JPMS’s comments, if any, thereon. In the event that, in breach of its obligations pursuant to the preceding sentence, the Company uses or permits the use of, any Tender Offer Materials (i) which have not been submitted to JPMC for comments, or (ii) which have been so submitted and with respect to which JPMC and JPMS have made comments (acting in good faith), but which comments have not resulted in a response reasonably satisfactory to JPMC to reflect JPMC’s or JPMS’s comments, then JPMC and JPMS shall be entitled to withdraw from their role in connection with the Tender Offer and the US Offer, respectively, without any liability or penalty to JPMC or to any other person and without loss of any right to the payment of all expenses payable hereunder which have accrued to the date of such withdrawal.
Tender Offer Materials. As soon as practicable following the ---------------------- commencement of the Tender Offer, but in no event later than required by applicable law, the Purchaser will file with the Securities and Exchange Commission (the "Commission") a statement on Schedule 14D-1 with respect to the Tender Offer and will promptly file as required any and all necessary amendments and supplements to such statement on Schedule 14D-1. Such statement, as amended from time to time, and the several exhibits thereto, are hereinafter referred to as the "Schedule." The Schedule, the offer to purchase and letter of transmittal contained therein, and all other statements and documents filed or to be filed with any federal, state or local regulatory authority and all other documents (including advertisements and other communications) that the Purchaser or the Parent authorizes for use in connection with the solicitation of tenders for the Securities, in each case as amended or supplemented from time to time, are hereinafter referred to as the "Tender Offer Documents." The Purchaser and the Parent agree to furnish PaineWebber, at their expense, with as many copies as PaineWebber may request of the offer to purchase, the letter of transmittal, and any other Tender Offer Document that PaineWebber may reasonably request. The Purchaser and the Parent represent to PaineWebber that the Tender Offer Documents are, and at all times during the Tender Offer (as from time to time amended or supplemented), will comply as to form in all material respects with all applicable rules and regulations, including, without limitation, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and that none of the Tender Offer Documents contains or will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made with respect to any statements contained in the Tender Offer Documents in reliance upon and in conformity with information relating to PaineWebber furnished in writing by PaineWebber expressly for use therein. The Purchaser and the Parent agree that, a reasonable time prior to using any material in connection with the Tender Offer or filing any such material with the Commission or any other federal or state agency, commission or instrumentalit...
Tender Offer Materials. As soon as practicable after the execution and delivery of this Agreement, the Company shall prepare the Tender Offer Materials. The Company shall incorporate into the Tender Offer Materials all revisions thereto with respect to descriptions of and references to the Purchaser or any of its Affiliates and the terms of this Agreement, the Transaction Documents and the transactions contemplated hereby or thereby reasonably requested by the Purchaser, and the Company shall file the Tender Offer Materials with the SEC as promptly as practicable after the execution and delivery of this Agreement, and in any event within the time periods required by the SEC. The Company shall promptly deliver to the Purchaser all Tender Offer Materials and all other documents and materials filed with the SEC by the Company, Xxxx Acquisition or Target in connection with the transactions contemplated by this Agreement, the Transaction Documents, the Tender Offer Materials, the Merger Agreement and the Credit Agreement. The Company shall promptly forward to the Purchaser copies of any comments of the staff of the SEC to the Tender Offer Materials and will incorporate into its reply and any revised Tender Offer Materials all revisions thereto with respect to descriptions of and references to the Purchaser or any of its Affiliates and the terms of this Agreement, the Transaction Documents and the transactions contemplated hereby or thereby reasonably requested by the Purchaser.
Tender Offer Materials. 20 2.5 Compliance with Tender Offer Rules................................................
Tender Offer Materials. Administrative Agent shall have received ---------------------- a copy of all Tender Offer Materials and other documents filed by Company and DMG with the Securities and Exchange Commission.
Tender Offer Materials of Notes that becomes known to the Issuers. You agree to use such information only in connection with the Tender Offers and not to furnish any such information to any other person except in connection with the Tender Offers. The date on which the Offering Materials are first mailed or otherwise distributed to holders of Notes is hereinafter referred to as the "Commencement Date."
Tender Offer Materials. Administrative Agent shall have received a copy of all Tender Offer Materials and other documents filed by Company and Target with the Securities and Exchange Commission.
