The Offers Sample Clauses

The Offers. Subject to the terms and conditions of this Agreement (including, for greater certainty, the conditions set forth in Schedule “C”), as part of the Transaction, HCo agrees to make an offer to purchase all of the outstanding Units, Series 1 Debentures and Series 2 Debentures (collectively, the “APIF Securities”) at the applicable Offer Price per APIF Security (the “Offers”, which terms shall include any one or more changes or variations to, or extensions of, such Offers) on the following terms and conditions: (a) HCo shall mail or cause to be mailed to all holders of APIF Securities, as soon as reasonably practicable following satisfaction of the conditions set forth below, the Offers, which Offers shall be made by way of a take-over bid circular (the “Bid Circular”) in compliance with the Securities Act (Ontario) and all other applicable securities laws, regulations and rules and the policy statements, orders and rulings of Canadian and United States securities regulatory authorities (the “Securities Laws”) and which Offers shall be subject to the conditions set forth in Schedule “C” hereto; provided the Board of Trustees or its Representatives have provided to HCo a reasonably completed Bid Circular, in both English and French languages, that complies in all material respects with Securities Laws (including any information pertaining to HCo, APIF and pro forma financial statements). HCo shall not be required to make the Offers (i) in any jurisdiction where it would be illegal to do so, (ii) in any jurisdiction other than Canada and the United States, or (iii) if the mailing has not occurred prior to the Bid Circular Mailing Date; (b) The mailing of the Bid Circular shall be conditional on the following matters, all of which conditions are intended to be for the sole benefit of HCo and any of which can be waived in whole or in part in its sole discretion without prejudice to any other right it may have under this Agreement: (i) this Agreement shall not have been terminated pursuant to Article 5; (ii) the Board of Trustees shall have provided HCo the lists referred to in Section 4.1(a)(vi); (iii) as of the date the Offers are to be made, there shall be no breach of or non-compliance with any material covenant, agreement or obligation of the Board of Trustees contained herein (in any case, as determined by HCo, acting reasonably); (iv) no circumstance, fact, change, event or occurrence shall have occurred or come into existence that would render it impossible...
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The Offers. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in paragraphs (a) (except to the extent any such suit, action or proceeding described in such paragraph (a) has been brought or commenced by a United States Trustee in a Bankruptcy Case), (b), (c), (d), (e), (h), (i) and (k) of Annex I shall have occurred, as promptly as practicable, and in any event, within ten business days of the date hereof, Purchaser shall simultaneously commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) each of the Offers to purchase for cash all Shares at the Offers Price, subject to (i) there being validly tendered in the Offers (in the aggregate) and not withdrawn prior to the expiration of the Offers that number of Shares which, together with the Shares then beneficially owned by Parent or Purchaser, represents at least a majority of the Shares outstanding on a fully-diluted basis and no less than a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote in the election of directors (collectively, the "Minimum Condition") and (ii) the other conditions set forth in Annex I. Subject to the prior satisfaction or waiver by Parent or Purchaser of the Minimum Condition and the other conditions of the Offers set forth in Annex I, Purchaser shall consummate the Offers in accordance with their terms and accept for payment and pay for all Shares tendered pursuant to the Offers as soon as practicable after Purchaser is legally permitted to do so under applicable law; provided, however, that the initial expiration date of the Offers (and the first date upon which Purchaser may accept Shares tendered pursuant to the Offers) shall be the later of the date that is (i) 30 business days following the first public announcement of this Agreement by Parent or (ii) 20 business days following the commencement of the Offers (the "Initial Expiration Date"). The obligations of Purchaser to commence the Offers and accept for payment and pay for any Shares validly tendered on or prior to the expiration of the Offers and not withdrawn shall be subject to the Minimum Condition and the other conditions set forth in Annex I. The Offers shall be made by means of an offer to purchase (the "Offer to Purchase") that contains the terms set forth in this Agreement and the S...
The OffersThe waiver by HCo or satisfaction of all the conditions set forth in Schedule “C” to the Support Agreement by the Expiry Time (as defined in the Support Agreement) and the filing of the Articles of Arrangement (as defined in the Support Agreement).
The Offers. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offers as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of Purchaser's intention to commence the Offers. The obligation of Purchaser to accept for payment and pay for Common Shares tendered pursuant to the Common Stock Offer shall be subject to the condition (the "Minimum Condition") that the number of Common Shares validly tendered and not withdrawn prior to the expiration of the Common Stock Offer shall constitute at least a majority of the then outstanding Common Shares on a fully diluted basis (including, without limitation, all Common Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, but excluding Common Shares issuable upon the conversion of any Preferred Shares to be accepted for payment and paid for by Purchaser pursuant to the Preferred Stock Offer) and also shall be subject to the satisfaction of the other conditions set forth in Annex A hereto. The obligation of Purchaser to accept for payment and pay for Preferred Shares tendered pursuant to the Preferred Stock Offer is subject to the condition that Purchaser has accepted for payment and paid for the Common Shares tendered pursuant to the Common Stock Offer. Purchaser expressly reserves the right to waive any such condition (other than the Minimum Condition or the HSR Condition (as defined below)), to increase the price per Common Share or Preferred Share payable in the Offers, and to make any other changes in the terms and conditions of the Offers; provided, however, that no change may be made which decreases the price per Share payable in the Offers (other than as herein provided in respect of the Preferred Shares), which changes the form of consideration to be paid in the Offers, or which reduces the maximum number of Shares to be purchased in the Offers, or which extends the expiration date of the Offers (which shall initially be twenty (20) business days), or which imposes conditions to the Offers in addition to those set forth in Annex A hereto; provided, further, however, that subject to the right of the parties to terminate this Agreement pursuant to Section 8.01, the Common Stock Offer (i) shall be extended (A) ...
The Offers. Inland Real Estate Corporation, a Maryland corporation (the “Company”), intends to make an offer (such offer, as described in the Preliminary Prospectus (as defined below), as amended or supplemented, together with the Consent Solicitation (as defined below), the “Exchange Offer”) to holders of its outstanding 4.625% Convertible Senior Notes due 2026 (the “Existing Convertible Notes”) to exchange up to $125.0 million aggregate principal amount of the Existing Convertible Notes for consideration consisting of new 5.0% Convertible Senior Notes due 2029 of the Company (the “New Convertible Notes”) on the terms and subject to the conditions described in the Preliminary Prospectus and the Letter of Transmittal and Consent (as defined below). The New Convertible Notes will be convertible into duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company (such shares, the “Conversion Shares”), on the terms and subject to the conditions set forth in the New Indenture (as defined below). The New Convertible Notes and the Conversion Shares are referred to collectively herein as the “Exchange Securities.” Concurrently, the Company plans to make an offer (such offer, as described in the Preliminary Prospectus, as amended or supplemented, together with the related Consent Solicitation, the “Tender Offer” and, together with the Exchange Offer, the “Offers”) to holders of the Existing Convertible Notes to tender the Existing Convertible Notes for cash up to a maximum tender amount of $15.0 million. Concurrently with making the Offers described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of the Existing Convertible Notes (such solicitation, as described in the Preliminary Prospectus, as amended or supplemented, the “Consent Solicitation”) to certain amendments to the Existing Convertible Notes and the Existing Indenture (as defined below). Subject to the terms and conditions described in the Preliminary Prospectus, if Consents are received from the holders of a majority in principal amount of the Existing Convertible Notes and are accepted by the Company, the proposed amendments (the “Amendments”) shall be adopted as to the Existing Convertible Notes upon the execution of a supplement to the Existing Indenture entered into between the Company and the Existing Trustee (as defined below) (the “Supplemental Indenture”). The Existing Convertibl...
The Offers. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.01, and (ii) each of the conditions set forth in Section 6.01 shall have been satisfied (or waived by Alpine), Alpine shall cause the Offerors to commence the Offers as promptly as practicable following the satisfaction of the conditions set forth in Section 6.01 upon the terms set forth in this Agreement by (x) publishing the Notice of Commencement in the manner required by the Chilean Securities Market Law, and (y) making such other notices, filings or publications (if any) as are required to be made by it under the applicable Tender Offer Rules. (b) Alpine shall cause the Offerors to extend the Offers to all holders of Company Shares (including the holders of American Depositary Shares). Alpine shall not permit the Offerors to make any change to the terms or conditions of the Offers except that the Offerors may waive any condition at the discretion of Alpine, to the extent they are permitted to do so under the applicable Tender Offer Rules. In addition, the Offerors shall be authorized to change, modify or amend the Offer Documents to comply with any request, order or suggestion from the SVS, the SEC or any other Governmental Authority authorized to regulate the conduct of the Offers; provided, that any change, modification or amendment that would result in a reduction in the Offer Price, or a postponement of the Offer Expiration Date or that would add to the Offer Conditions shall require the consent of the Stockholder (not to be unreasonably withheld, conditioned or delayed). (c) The Offers shall expire at 5:30 p.m. Santiago, Chile time or such other time as shall be specified in the Offer Documents or permitted by applicable Law and on the date that is 30 days following the Launch Date, or at such other time and on such other date to which the term of the Offers may be extended by the Offerors in accordance with the provisions of this Agreement and applicable Law with the consent of the Stockholder (such consent not to be unreasonably withheld, conditioned or delayed). (d) The Chilean Offeror shall publish the Notice of Results in the same two national newspapers in Chile in which the Notice of Commencement was published pursuant to Article 212 of the Chilean Securities Market Law on the third calendar day after the Offer Expiration Date. Subject to the prior satisfaction or waiver of the Offer Conditions, the Notice of Results shall declare the Chilean O...
The OffersProvided that nothing shall have occurred that, had each Cash Offer referred to below been commenced, would give rise to a right to terminate such Cash Offer pursuant to any of the conditions set forth in Item 9 of the Cash Offers to Purchase, as promptly as practicable after the date hereof, but in no event later than 5 Business Days following the public announcement of the terms of this Agreement, Parent shall commence a series of offers (each, a "CASH OFFER" and, collectively, the "CASH OFFERS") to repurchase each series of the outstanding High Yield Debt at a price and subject to the other terms and conditions set forth in the applicable Cash Offer to Purchase. As used herein, "BUSINESS DAY" means any day except a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized by law to close. Parent shall commence the Cash Offers by preparing and mailing to the holders of the High Yield Debt the Cash Offers to Purchase, together with the related letter of transmittal and other documents (the "CASH OFFER DOCUMENTS"), the terms of which (including any amendments or supplements thereto) in each case shall be in form and substance satisfactory to the Purchasers scheduled to purchase a majority of the aggregate principal amount of the Purchaser Notes pursuant to Section 2.01(a) (the "REQUIRED Purchasers"). Parent agrees promptly to correct any information provided by it for use in the Cash Offer Documents if and to the extent that such information shall have become false or misleading in any material respect and to cause the Cash Offer Documents as so corrected to be disseminated to the holders of the High Yield Debt, in each case as and to the extent required by applicable federal securities laws.
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The Offers. 1.1 The Offeror shall mail the Offers in accordance with the terms of the Support Agreement. The Offers shall be consistent with the terms and conditions relating thereto in the Support Agreement and shall contain no conditions other than as expressly permitted in the Support Agreement. Except as provided in the Support Agreement, the conditions to the making of the Offers are for the sole benefit of the Offeror and any of such conditions may be waived by the Offeror in whole or in part in its sole discretion at any time. Subject to the satisfaction or waiver of the conditions of the Offers set forth in the Support Agreement, the Offeror shall within the time periods required by Securities Laws and the OBCA take up and pay for the Aquiline Securities deposited under the Offers. 1.2 The Seller acknowledges and agrees that he, she or it: (a) has received a copy of the Support Agreement and, in particular, has been made aware of the provisions of both Section 1.2(d) and 3.3 of the Support Agreement; and (b) will comply with the requirements of Sections 1.2(d) and 3.3 of the Support Agreement and, in particular, will not take any action which would, or would reasonably be expected to, cause Aquiline to be in breach of any of its obligations under either such Section, subject in each case to the other terms of the Support Agreement and the terms of this Lock-Up Agreement.
The Offers. The Offers shall be for a maximum of approximately 45% of the outstanding Units of each of the Partnerships, with no minimum amount, at an initial price per Unit and subject to the terms and conditions of the Offers as shall be set forth in the documents filed by the Company with the Securities and Exchange Commission with respect to the Offers (the "Tender Offer Materials") which shall have been approved by each of the Members. The purchase price for the Units shall be provided to the Company by the Members pursuant to the provisions of Article VI. Each Member shall provide all information required to be included in the Tender Offer Materials and to complete the Offers and the Acquisitions. Without the consent of each Member, there shall be no change to the provisions of the Tender Offer Materials regarding the time, price or material condition of the Offers.
The Offers. (a) The Offeror agrees to make the Offers and to mail the relevant Offer Documents to all registered Shareholders on or before August 25, 2014 (the “Offer Deadline”), or such later date as the Parties, acting reasonably, may otherwise agree upon in writing; provided that, in the event that any of the conditions set forth in Section 2.1(n) and/or 2.1(o), as applicable, have not been met to the satisfaction of the Offeror by the Offer Deadline, the Offer Deadline in respect of the Offer(s) for which any such condition has not been satisfied shall be extended to the second Business Day following the satisfaction of such conditions. (b) Each Common Shareholder shall have the right, in respect of each Common Share held by such Common Shareholder, to elect, in a letter of transmittal, to receive (i) $31.00 in cash (the “Cash Alternative”), (ii) 0.6371 of an Offeror Common Share (the “Share Alternative”), or (iii) $7.75 cash and 0.4778 of an Offeror Common Share (“Cash and Share Alternative”). Any Common Shareholder who does not complete the letter of transmittal or who does not properly make an election in accordance with the Offer Documents shall be deemed to have elected the Cash and Share Alternative. (c) The elections of the Common Shareholders electing the Cash Alternative or the Share Alternative shall, in each case, be subject to pro-ration as set out in Section 2.3. Common Shareholders electing (or deemed to be electing) the Cash and Share Alternative shall not be subject to pro-ration. (d) Upon the satisfaction or, to the extent permitted by Law and the terms hereof, the waiver by the Offeror of the conditions to the Common Share Offer set forth in Schedule A, the Offeror shall take up and pay for the Common Shares validly deposited (and not properly withdrawn) under the Common Share Offer as soon as practicable after the Offeror becomes obligated by the terms of the Common Share Offer to take up the Common Shares deposited under the Common Share Offer and, in any event, within the time required under applicable Laws. (e) The Common Share Offer shall not be subject to any conditions, other than the conditions set out in Schedule A. For greater certainty, the Common Share Offer shall not be subject to or conditional upon the completion of the Preferred Share Exchange Offer or the satisfaction or waiver of any of the conditions of the Preferred Share Exchange Offer. (f) The consideration offered under the Preferred Share Exchange Offer shall be as follows...
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