The Tender Offer. (a) CIG shall (i) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until the twentieth Business Day after such commencement of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” and together with any extension permitted hereunder, the “Tender Offer Expiration Date”). CIG shall be obligated to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provide...
The Tender Offer. (a) Subject to the terms hereof, on or before December 26, 2007, the Buyer shall publicly announce its intent to make a tender offer (the "Tender Offer") to acquire any and all of the outstanding Class A shares, Class B shares and ADSs (each ADS representing two Class B shares) not held by the Buyer or its Affiliates (as defined in Section 6.6), in each case at the respective Purchase Price of US$ 4.0625 per Class A share, US$ 40.625 per Class B share and US$ 81.25 per ADS. The expiration date of the Tender Offer shall initially be twenty business days (as defined under the rules and regulations of the U.S. Securities and Exchange Commission), which may be extended by the Buyer as it deems appropriate subject to compliance with the other terms of this Agreement. Each such price per share or ADS, or any greater amount per share paid pursuant to the Tender Offer as it may be amended by the Buyer, is referred to as the "Tender Offer Price". The Buyer's obligation to accept for payment and to pay for any Class A shares, Class B shares or ADSs (each ADS representing two Class B shares) pursuant hereto shall be subject to no conditions other than those set forth in Article Five hereof. The Buyer expressly reserves the right to increase the Tender Offer Price, and it may decrease the Tender Offer Price provided it shall not decrease the Tender Offer Price below the Initial Purchase Price set forth in Section 1.2 hereof above. The Buyer and Seller agree that if more than 5,968,722 Class B shares (including Class B shares held in the form of ADSs) are tendered (and not withdrawn) as of the expiration of the Tender Offer (as that date may be adjusted in accordance herewith), the Tender Offer Price shall be adjusted by the Buyer to US$ 4.125 per Class A share, US$ 41.25 per Class B share and US$ 82.50 per ADS. Each condition set forth in the Tender Offer may be waived by the Buyer, in whole or in part at any time and from time to time, in its sole discretion.
The Tender Offer. 2 1. Terms of the Offer; Expiration Date.............................................. 2 2. Acceptance for Payment and Payment for Shares.................................... 4 3.
The Tender Offer. 1.1 The Tender Offer. (a) On the date of this Agreement, Three Cities Fund II L.P. and Three Cities Offshore II C.V. (the "Three Cities Funds") are purchasing from funds managed by Franklin Research, Inc. (the "Franklin Funds") and by Strong Capital Management, Inc. (the "Strong Funds" and, together with the Franklin Funds, the "Funds") substantially all the stock of the Company which the Funds own. Not later than the first business day after the date of this Agreement, Acquisition will make a public announcement of an offer (the "Tender Offer") to purchase any and all the outstanding common stock of the Company ("Common Stock") at a price per share in cash (the "Tender Offer Price") of $5.375. Notwithstanding the foregoing, the Tender Offer Price will be subject to possible increase as provided in subparagraph (d).
The Tender Offer. The Shareholder agrees that it will not tender ---------------- more than 2,142,141 Shareholder Shares into the Offer.
The Tender Offer. 2.1 The Tender Offer
The Tender Offer. 2.1 THE TENDER OFFER.
The Tender Offer. (a) WMX and the Shareholder shall cause to be ---------------- tendered into the Offer, prior to the expiration or termination of the Offer, 2,142,141 Shares, shall cause such Shares not to be withdrawn from the Offer prior to the expiration or termination of the Offer, and shall not cause more than 2,142,141 Shares to be tendered into the Offer, except to the extent (and only to the extent) that a request is made pursuant to Sections 2.4(b) or (c).
The Tender Offer. (a) Provided that none of the events set forth in Section 1 of Annex A to this Agreement shall have occurred or be existing, as soon as practicable but in no event (unless otherwise agreed by the Company) later than the seventh business day (as defined in Rule 14d-1(g) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the date of this Agreement, Parent shall commence the Tender Offer by publishing, sending, or giving the means to tender (within the meaning of Rule 14d-2(a) under the Exchange Act) to holders of the Shares; provided, however, that, subject to applicable law, if (i) at any time on or after the date of the Agreement and prior to the commencement date, any of the conditions set forth in Section 1 of Annex A to this Agreement shall have occurred and exist and shall not have been waived by Parent or Sub or satisfied but are reasonably capable of being satisfied within seventeen business days following the date of this Agreement, Parent shall commence the Tender Offer by publishing, sending, or giving the means to tender (within the meaning of Rule 14d-2(a) under the Exchange Act) to holders of the Shares as soon as practicable after such conditions have been waived by Parent or Sub or satisfied but in no event (unless otherwise agreed by the Company) later than the seventh business day following the date of such waiver or satisfaction; provided that Parent shall not be obligated to commence the Tender Offer after the twenty-fourth business day following the date of this Agreement. Subject to applicable law, including, without limitation, all minimum time periods and extensions required by Regulations 14D and 14E under the Exchange Act having been satisfied and all conditions to the Tender Offer having been satisfied or waived within these time periods, the “initial offering period” (as defined in Rule 14d-1(g) under the Exchange Act) shall expire on the twentieth business day after the date the Tender Offer is commenced (the “Initial Expiration Date”). The obligation of Parent to commence the Tender Offer and to accept and pay for Shares tendered pursuant to the Tender Offer shall be subject only to applicable law and the conditions set forth in Annex A to this Agreement, any of which conditions may be waived by Parent in its sole discretion; provided, however, that Parent may not waive the Minimum Condition and accept and pay for Shares tendered pursuant to the Tender Offer without the consent of the Company. ...
The Tender Offer. (a) Subject to the provisions of this Agreement, provided that this Agreement shall not have been terminated in accordance with Article VII hereof, as promptly as reasonably practicable, but in any event within three Business Days, after the later of (x) receiving all Pre-Tender Offer Required Approvals and (y) the commencement date of the Bankruptcy Cases by the Company (the “Petition Date”), the Purchasers, either jointly or through Trust 1387, shall:
