TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER Sample Clauses

TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER. 4.1 Second Stage Transaction If UTCSub takes up and pays for any ICP Shares pursuant to the terms of the Offer, UTCSub shall use its reasonable best efforts to, subject to any necessary regulatory and shareholder approval, acquire, and ICP agrees to assist UTCSub in acquiring, the balance of any non-tendered ICP Shares as soon as practicable (but in any event no later than ninety (90) days) following the Take-up Date by way of a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions ("Second Stage Transaction") carried out for a cash consideration per ICP Share not less than the consideration paid pursuant to the Offer. Nothing herein shall be construed to prevent UTCSub from acquiring, directly or indirectly, additional ICP Shares in the open market or in privately negotiated transactions, in accordance with Securities Laws (including by way of compulsory acquisition) following completion of the Offer.
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TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER. 4.1 Subsequent Acquisition Transaction If, within 120 days after the date of the Offer, the Offer has been accepted by holders of not less than 90% of the Common Shares (excluding Common Shares held by or on behalf of PET, or an "affiliate" or "associate" (as those terms are defined in the ABCA) as at the date of the Offer), PET may acquire the remainder of the Common Shares from those Shareholders who have not accepted the Offer pursuant to Section 195 of the ABCA (a "Compulsory Acquisition"). If that statutory right of acquisition is not available or PET chooses not to avail itself of such statutory right of acquisition, PET shall use its commercially reasonable efforts to pursue other means of acquiring the remaining Common Shares not tendered to the Offer. Profound agrees with PET that, in the event PET takes up and pays for Common Shares under the Offer representing, together with the number of Common Shares purchased by PET or its Affiliates during the term of the Offer as permitted by section 2.2(3) of MI 62-104, if any, at least 50.1% of the Common Shares (calculated on a fully diluted basis at the Expiry Time excluding any Common Shares issued or issuable on the conversion of the Special Warrants), it will assist PET in connection with any proposed amalgamation, statutory arrangement, capital reorganization or other transaction of Profound and PET or an Affiliate of PET (a "Subsequent Acquisition Transaction") to acquire the remaining Common Shares, provided that the consideration offered in connection with the Subsequent Acquisition Transaction is at least equivalent in value to the consideration offered under the Offer.
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TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER. 15 6.1 Second Stage Transaction.............................................................................. 15 6.2 CanScot Board of Directors............................................................................ 16 ARTICLE 7
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TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER. 6.1 SECOND STAGE TRANSACTION If APF takes up and pays for CanScot Shares pursuant to the terms of the Offer, APF agrees to use all reasonable commercial efforts to acquire, and CanScot agrees to use all reasonable commercial efforts to assist APF in acquiring, the balance of the CanScot Shares as soon as practicable and in any event within a period of six months following the Take-up Date by way of a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions ("Second Stage Transaction") carried out for a consideration per CanScot Share that consists of the same consideration paid pursuant to the Offer and is not less than the Purchase Consideration paid pursuant to the Offer. Nothing herein shall be construed to prevent APF from acquiring, directly or indirectly, additional CanScot Shares in the open market or in privately negotiated transactions or otherwise, in accordance with Securities Laws (including by way of compulsory acquisition) following completion of the Offer.
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TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER. 4.1 Second Stage Transaction ------------------------ If UPRI takes up and pays for Norcen Shares pursuant to the terms of the Offer, and thereby acquires at least the Minimum Required Shares, UPRI agrees to use all commercially reasonable efforts to acquire, and Norcen agrees to use all commercially reasonable efforts to assist UPRI in acquiring, the balance of the Norcen Shares as soon as practicable and in any event within a period of six months following the Take-up Date by way of a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions ("Second Stage Transaction") carried out for a cash consideration per Norcen Share not less than the consideration paid pursuant to the Offer. Nothing herein shall be construed to prevent UPRI from acquiring, directly or indirectly, additional Norcen Shares in the open market or in privately negotiated transactions, in accordance with Securities Laws (including by way of compulsory acquisition) following completion of the Offer.
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TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER. .1 Second Stage Transaction If Burlington takes up and pays for Canadian Hunter Shares pursuant to the terms of the Offer, and thereby acquires at least the Minimum Required Shares, Burlington agrees to use all commercially reasonable efforts to acquire, and Canadian Hunter agrees to use all commercially reasonable efforts to assist Burlington in acquiring, the balance of the Canadian Hunter Shares by way of a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions ("Second Stage Transaction") carried out for consideration per Canadian Hunter Share not less than the consideration paid pursuant to the Offer (it being understood that Burlington shall be under no obligation to pay more than that amount). Nothing herein shall be construed to prevent Burlington from acquiring, directly or indirectly, additional Canadian Hunter Shares in the open market or in privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way of compulsory acquisition) following completion of the Offer.
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TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER 
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Related to TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER

  • Commencement of the Offer Provided that this Agreement shall not have been terminated in accordance with Article 9, as promptly as practicable after the Agreement Date (but in no event more than ten (10) Business Days after the Agreement Date), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer.

  • CONDITIONS TO THE OFFER The obligation of Purchaser to accept for payment, and pay for, Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:

  • TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.

  • Conditions of Offering; Acceptance and Purchases Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. We will advise you by telecopy, telex or other form of written communication ("Written Communication", which term, in the case of any Offering described in Section 3(a) or 3(b) hereof, may include a prospectus or offering circular) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and the offering date referred to in Section 3(c) hereof) of any Offering in which you are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by you with respect to an Offering should be sent to the appropriate Syndicate Department of Xxxxxxx Xxxxx Barney Inc. We may close the subscription books at any time in our sole discretion without notice, and we reserve the right to reject any acceptance in whole or in part. Unless notified otherwise by us, Securities purchased by you shall be paid for on such date as we shall determine, on one day's prior notice to you, by wire transfer payable in immediately available funds to the order of Xxxxxxx Xxxxx Xxxxxx Inc., in an amount equal to the Public Offering Price (as hereinafter defined) or, if we shall so advise you, at such Public Offering Price less the Concession (as hereinafter defined). If Securities are purchased and paid for at such Public Offering Price, such Concession will be paid after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Unless notified otherwise by us, payment for and delivery of Securities purchased by you shall be made through the facilities of The Depository Trust Company, if you are a member, unless you have otherwise notified us prior to the date specified in a Written Communication to you from us or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instructions which you will send to us prior to such specified date.

  • Legal Conditions to the Merger (a) Subject to the terms hereof, the Company and the Fund shall each use its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby and by the Company Stockholders’ Agreement as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company, Acquisition LLC or the Fund or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the Company Stockholders’ Agreement and the consummation of the transactions contemplated hereby and thereby, (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Company Stockholders’ Agreement, and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, and (B) any other applicable law and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Company Stockholders’ Agreement. The Company and the Fund shall cooperate with each other in connection with the making of all such filings. The Company and the Fund shall use their respective reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Registration Statement) in connection with the transactions contemplated by this Agreement and the Company Stockholders’ Agreement.

  • Expiration and Extension of the Offer The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) on the twentieth business day (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside Date.

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions Precedent to Initial Transaction Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:

  • Conditions Precedent to all Transactions Buyer’s agreement to enter into each Transaction (including the initial Transaction) is subject to the satisfaction of the following further conditions precedent, both immediately prior to entering into such Transaction and also after giving effect to the consummation thereof and the intended use of the proceeds of the sale:

  • Conditions of the Offer Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists:

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