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. 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. 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 be, in compliance 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 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 instrumentality (collectively, "Other Agencies"), t...
Tender Offer Materials. If SFOT Acquisition I and SFOT ---------------------- Acquisition II 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, SFOT Acquisition I and SFOT Acquisition II jointly shall designate a reputable proxy solicitation, trust company or similar firm reasonably acceptable to Xxxx (solely in his capacity as general partner of Fund) to act as solicitation agent (the "Solicitation Agent") in connection with the Tender Offer. SFOT Acquisition I and SFOT Acquisition II 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 SFOT Acquisition I and SFOT Acquisition II 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 SFOT Acquisition I and SFOT Acquisition II, all of which, to the extent applicable, shall be furnished to the Solicitation Agent by SFOT Acquisition I and SFOT Acquisition II. In connection with the foregoing, Fund will cooperate with SFOT Acquisition I, SFOT Acquisition II 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 furnish to SFEC the certificate referred to in Section 2.2(a) on 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 SFOT Acquisition I and SFOT Acquisition II on the date mailed by the Solicitation Agent.
Tender Offer Materials. 7.1 The Company agrees:
Tender Offer Materials. The Borrower has filed with all necessary Governmental Authorities (including, without limitation, the SEC) a Schedule TO (the “Schedule TO”) in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), including all exhibits and the other material required by Rule 13e-4(c) (the “Tender Offer Materials”) in substantially the form furnished to the Lenders. The Schedule TO, the Tender Offer Materials and all forms of such other documents to be filed with the SEC or other Governmental Authorities or published or distributed to holders of shares of the Borrower’s common stock will comply in all material respects with the applicable provisions of the 1934 Act and the rules and regulations promulgated thereunder, and neither the Schedule TO, including its exhibits, nor the other Tender Offer Materials nor any of such other documents or other materials distributed in connection with the Tender Offer contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
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.
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. The Tender Offer Materials shall be satisfactory to Administrative Agent and shall not have been amended, supplemented, waived or otherwise modified in any respect determined by Administrative Agent to be material (including, without limitation, any increase in the price to be paid for the Shelby Common Stock to an amount in excess of $16.50 per share) without the consent of Administrative Agent.
