AGREEMENTTender Offer Agreement • May 27th, 2005 • Blair Corp • Retail-catalog & mail-order houses • Delaware
TENDER OFFER AGREEMENTTender Offer Agreement • September 12th, 2018 • Wells Fargo & Company/Mn • National commercial banks • New York
This Agreement (“Agreement”) is made and entered into as of the 18th day of July 2018, by and among PIMCO California Municipal Income Fund (“PCQ”), PIMCO California Municipal Income Fund II (“PCK”), PIMCO California Municipal Income Fund III (“PZC”), PIMCO Municipal Income Fund (“PMF”), PIMCO Municipal Income Fund II (“PML”), PIMCO Municipal Income Fund III (“PMX”), PIMCO New York Municipal Income Fund (“PNF”), PIMCO New York Municipal Income Fund II (“PNI”), PIMCO New York Municipal Income Fund III (“PYN” and, together with PCQ, PCK, PZC, PMF, PML, PMX, PNF and PNI, each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and Wells Fargo Clearing Services, LLC (“Wells Fargo Clearing”), and WFC Holdings, LLC (“WFC Holdings,” and, together with Wells Fargo Clearing, the “Wells Fargo Parties”).
RECITALSTender Offer Agreement • January 10th, 2001 • Orthostrategies Acquisition Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Delivered by BGC Partners, Inc. and BGC Partners, L.P. as of January 28, 2015Tender Offer Agreement • January 29th, 2015 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This TENDER OFFER AGREEMENT (this “Agreement”), is made and entered into by and among BGC Partners, Inc., a Delaware corporation (“Parent”), BGC Partners, L.P., a Delaware limited partnership and a Subsidiary of Parent (“Purchaser”), and GFI Group Inc., a Delaware corporation (“GFI”). Parent, Purchaser and GFI are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.1. This Agreement is being executed and delivered by Parent and Purchaser to GFI as of January 28, 2015 (the “Date of Delivery”) and shall be effective as of the date, if any (the “Effective Date”), on which GFI shall execute and deliver to Parent and Purchaser a signed counterpart in accordance with the offer letter delivered by Parent and Purchaser to GFI on January 28, 2015.
January 20, 2015 Board of Directors and Special Committee of GFI Group Inc. c/o Christopher D’Antuono, General Counsel and Corporate Secretary GFI Group Inc. New York, New York 10041 c/o Morton A. Pierce and Bryan J. Luchs White & Case LLP New York,...Tender Offer Agreement • January 20th, 2015 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
For the purpose of entering into that certain Tender Offer Agreement by and among BGC Partners, Inc., a Delaware corporation (“Parent”), BGC Partners, L.P., a Delaware limited partnership and a subsidiary of Parent (“Purchaser”) (Parent and Purchaser together referred to as “we,” “us” or “our”, as appropriate), and GFI Group Inc., a Delaware corporation (“GFI”), and attached hereto as Exhibit A (the “Tender Offer Agreement”), each of Parent and Purchaser hereby deliver its respective duly executed signature page to the Tender Offer Agreement (each, a “Signature Page,” and together, the “Signature Pages”) to GFI on the terms and subject to the conditions set forth in this letter agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Tender Offer Agreement. Parent and Purchaser hereby agree as follows:
Execution Version TENDER OFFER AGREEMENT by and between BORR DRILLING LIMITED and PARAGON OFFSHORE LIMITED dated as of February 21, 2018 Page Annex A Certain Definitions Annex B List of Tendering Members Annex C Form of Offer to Purchase Annex D Rig...Tender Offer Agreement • May 5th, 2020 • Delaware
This TENDER OFFER AGREEMENT (this “Agreement”), dated as of February 21, 2018, is by and between Borr Drilling Limited, a public limited company incorporated under the laws of Bermuda (“Purchaser”), and Paragon Offshore Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
TENDER OFFER AGREEMENT by and among BGC PARTNERS, INC., BGC PARTNERS, L.P. and GFI GROUP INC. Dated as of February 19, 2015Tender Offer Agreement • February 25th, 2015 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This TENDER OFFER AGREEMENT (this “Agreement”) is made and entered into by and among BGC Partners, Inc., a Delaware corporation (“BGCP”), BGC Partners, L.P., a Delaware limited partnership and a Subsidiary of BGCP (“Purchaser”), and GFI Group Inc., a Delaware corporation (“GFI”). BGCP, Purchaser and GFI are referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms have the meanings given to them in Section 1.1.
TENDER OFFER AGREEMENTTender Offer Agreement • March 12th, 2024 • Pimco New York Municipal Income Fund Iii • New York
This Agreement (“Agreement”) is made and entered into as of the 12th day of March, 2024, by and among PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO Income Strategy Fund (“PFL”), PIMCO Income Strategy Fund II (“PFN”), PIMCO High Income Fund (“PHK”), PIMCO Corporate & Income Opportunity Fund (“PTY”), PIMCO Municipal Income Fund (“PMF”), PIMCO Municipal Income Fund II (“PML”), PIMCO Municipal Income Fund III (“PMX”), PIMCO California Municipal Income Fund (“PCQ”), PIMCO California Municipal Income Fund II (“PCK”), PIMCO California Municipal Income Fund III (“PZC”), PIMCO New York Municipal Income Fund (“PNF”), PIMCO New York Municipal Income Fund II (“PNI”) and PIMCO New York Municipal Income Fund III (“PYN” and, together with PCN, PFL, PFN, PHK, PTY, PMF, PML, PMX, PCQ, PCK, PZC, PNF and PNI each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and UBS Real Estate Securities Inc. (“UBS”
BGC PARTNERS AND GFI GROUP REACH AGREEMENT GFI BOARD SUPPORTS BGC’S $6.10 PER SHARE TENDER OFFER GFI Board Recommends that GFI Stockholders Tender Their Shares to BGC BGC to Appoint 6 out of 8 Directors on Expanded GFI Board Stockholders Representing...Tender Offer Agreement • February 25th, 2015 • GFI Group Inc. • Security & commodity brokers, dealers, exchanges & services
NEW YORK, NY — February 20, 2015 — BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners” or “BGC”), a leading global brokerage company servicing the financial and real estate markets, and GFI Group Inc. (NYSE: GFIG) (“GFI Group” or “GFI”), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, today announced that they have entered into a tender offer support agreement in which GFI’s board of directors unanimously agreed to support BGC’s tender offer for all of the outstanding shares of GFI common stock at $6.10 per share in cash.
TENDER OFFER AGREEMENTTender Offer Agreement • November 24th, 2020 • Pimco Income Strategy Fund • New York
This Agreement (“Agreement”) is made and entered into as of the 14th day of June, 2019, by and among PIMCO Corporate & Income Opportunity Fund (“PTY”), PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO Income Strategy Fund (“PFL”), PIMCO Income Strategy Fund II (“PFN”) and PIMCO High Income Fund (“PHK” and, together with PTY, PCN, PFL and PFN each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and RiverNorth Capital Management, LLC, on behalf of the investment funds and accounts it manages (collectively, the “RiverNorth Parties”).
TENDER OFFER AGREEMENTTender Offer Agreement • November 24th, 2020 • Pimco Income Strategy Fund • New York
This Agreement (“Agreement”) is made and entered into as of the 13th day of June, 2019, by and among PIMCO Corporate & Income Opportunity Fund (“PTY”), PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO Income Strategy Fund (“PFL”), PIMCO Income Strategy Fund II (“PFN”) and PIMCO High Income Fund (“PHK” and, together with PTY, PCN, PFL and PFN each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and RJ Securities, Inc. (“Raymond James”).
BGC Partners, Inc. BGC Partners, L.P.Tender Offer Agreement • November 9th, 2015 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Reference is made to (i) the Tender Offer Agreement by and among BGC Partners, Inc. (“BGCP”), BGC Partners, L.P. (“BGCP LP”) and GFI Group, Inc. (“GFI”), dated as of February 19, 2015 (the “TO Agreement”), (ii) the case captioned In re GFI Group Inc. Stockholder Litigation (C.A. No. 10136-VCL) (the “Delaware Action”), (iii) the case captioned Gross v. GFI Group, Inc. (No. 1:14-cv-09438-WHP) (the “New York Action”), (iv) the Support Agreement, dated as of July 30, 2014, by and among CME Group Inc. (“CME”), Jersey Partners Inc. (“JPI”), New JPI Inc., Michael Gooch, Colin Heffron and Nick Brown (the “Support Agreement”), and (v) the Memorandum of Understanding, dated as of the date hereof, by and among Mr. Gooch, Mr. Heffron, CME and the other parties thereto (the “MOU”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed such terms in the TO Agreement. The parties to this letter agreement wish to facilitate the settlement of the Delaware Action
EX-2.1 2 d647727dex21.htm EX-2.1 EXECUTION COPY TENDER OFFER AGREEMENT by and among JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY JAZZ PHARMACEUTICALS ITALY S.R.L. and GENTIUM S.P.A. Dated as of December 19, 2013 CONFIDENTIAL CONFIDENTIAL CONFIDENTIAL...Tender Offer Agreement • May 5th, 2020 • Delaware
This TENDER OFFER AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2013 (the “Agreement Date”) by and among Jazz Pharmaceuticals Public Limited Company, a public limited company formed under the laws of Ireland (“Parent”), Jazz Pharmaceuticals Italy S.r.l., an Italian società a responsabilità limitata and a wholly owned subsidiary of Parent (“Purchaser”) and Gentium S.p.A., a società per azioni incorporated in Italy (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
EX-2.2 3 d558251dex22.htm EX-2.2 TENDER OFFER AGREEMENT BETWEEN TXCELL S.A. AND SANGAMO THERAPEUTICS, INC. Dated as of July 20, 2018 Page -i- TxCell Sangamo TOA THIS TENDER OFFER AGREEMENT (the “Agreement”) is made on July 20, 2018, AMONG:...Tender Offer Agreement • May 5th, 2020
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, the Parties agree as follows:
EX-2.2 3 d916794dex22.htm EX-2.2 TENDER OFFER AGREEMENT BETWEEN XPO LOGISTICS, INC. AND NORBERT DENTRESSANGLE S.A. DATED AS OF April 28, 2015Tender Offer Agreement • May 5th, 2020
TERMS AND CONDITIONS OF THE TENDER OFFERTender Offer Agreement • June 25th, 2023
Georg Fischer Ltd. (the “Offeror”) and Uponor Corporation (“Uponor” or the “Company”) have on June 12, 2023, entered into a combination agreement (the “Combination Agreement”) pursuant to which the Offeror hereby makes a voluntary recommended public cash tender offer to purchase all issued and outstanding shares in Uponor (the “Shares”) that are not owned by Uponor or any of its subsidiaries in accordance with Chapter 11 of the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act”) subject to the terms and conditions set forth herein (the “Tender Offer”).
ContractTender Offer Agreement • May 5th, 2020
EX-10.1 2 tenderofferagreement.htm TENDER OFFER AGREEMENT Exhibit 10.1 TENDER OFFER AGREEMENT BY AND BETWEEN PROS HOLDINGS, Inc. AND CAMELEON SOFTWARE DATED AS OF OCTOBER 24 2013 Table of Contents 1. DEFINITIONS 2 1.1 Certain Defined Terms 2 1.2 Construction 6 2. THE OFFER 6 2.1 Filing of the Offer 6 2.2 Offer Conditions 6 2.3 Withdrawal of Offer 6 2.4 Cooperation Between the Parties 6 3. CERTAIN ADDITIONAL REPRESENTATIONS AND COVENANTS 7 3.1 Breach - Litigation - Insurance 7 3.2 Management of Company until Settlement of the Offer 8 3.3 Change of Control 8 3.4 Non Solicitation 8 3.5 Other Negative Undertakings 9 3.6 Representations and Warranties of Company 11 3.7 Representations and Warranties of Offeror 14 3.8 Governance Upon Completion of the Offer 15 3.9 Break-Up Fee 15 3.10 Information 16 3.11 Management Incentive Program 16 4. TERMINATION 16 4.1 Automatic Termination 16 4.2 Termination at Option of Offeror or Company 16 4.3 Effect of Termination 17 5. COMMUNICATION 17 5.1 Joint A
ARTICLE I. TENDER OFFERTender Offer Agreement • October 19th, 2000 • Gilat Satellite Networks LTD • Radio & tv broadcasting & communications equipment • Delaware
TENDER OFFER AGREEMENTTender Offer Agreement • June 28th, 2018 • AllianzGI Convertible & Income Fund II • New York
This Agreement (“Agreement”) is made and entered into as of the 18th day of June, 2018, by and among AllianzGI Convertible & Income Fund (“NCV”), AllianzGI Convertible & Income Fund II (“NCZ” and, together with NCV, each, a “Fund” and, together, the “Funds”), Allianz Global Investors U.S. LLC (“AllianzGI U.S.” and, together with the Funds, the “Fund Parties”) and WFC Holdings, LLC (“ARPS Holder”).
TENDER OFFER AGREEMENTTender Offer Agreement • December 4th, 2007 • Sap France S.A. • Services-prepackaged software
NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein, the parties hereto agree as follows:
TENDER OFFER AGREEMENT BY AND BETWEEN ALPHATEC HOLDINGS, INC. AND EOS IMAGING S.A. DATED AS OF DECEMBER 16, 2020Tender Offer Agreement • December 17th, 2020 • Alphatec Holdings, Inc. • Surgical & medical instruments & apparatus
This Tender Offer Agreement (this “Agreement”) is entered into as of December 16, 2020, by and between Alphatec Holdings, Inc., a corporation organized and existing under the laws of Delaware, represented by Mr. Patrick S. Miles, duly empowered for the purpose hereof (the “Purchaser”) and EOS Imaging S.A., a société anonyme organized and existing under the laws of France, with a share capital of EUR 266,569.46 divided into 26,656,946 ordinary shares with a nominal value of €0.01 each, whose registered office is at 10, rue Mercoeur, 75011 Paris, France, and registered with Paris Trade and Companies Register under No. 349 694 893, represented by Mr. Michael Lobinsky, duly empowered for the purpose hereof (the “Company”). The Purchaser and the Company are each sometimes referred to individually as a “Party” and collectively as the “Parties”.
LETTERHEAD]Tender Offer Agreement • May 17th, 2002 • Granite Broadcasting Corp • Television broadcasting stations
This AMENDMENT NO. 1 dated as of December 3, 2007 (this Amendment) is made and entered into by and among:Tender Offer Agreement • December 4th, 2007 • Sap France S.A. • Services-prepackaged software
THIS LETTER IS BEING SENT TO YOU IF YOU TENDERED YOUR LIMITED LIABILITY COMPANY INTEREST IN THE FUND, OR A PORTION THEREOF.Tender Offer Agreement • March 30th, 2011 • Grosvenor Registered Multi-Strategy Master Fund LLC
June 1, 2000 To Our Stockholders: I am pleased to inform you that on May 22, 2000, MedQuist Inc. ("MedQuist") entered into a Tender Offer Agreement (the "Agreement") with Koninklijke Philips Electronics N.V., a corporation organized and existing under...Tender Offer Agreement • June 1st, 2000 • Medquist Inc • Services-computer processing & data preparation
SAP AG: AGREEMENT ON FRIENDLY TAKEOVER OF BUSINESS OBJECTS S.A. BY SAP AG / OFFER PRICE 42.00 EUR PER SHARE (AD HOC NEWS)Tender Offer Agreement • October 9th, 2007 • Sap Aktiengesellschaft Systems Applications Products in Data • Services-prepackaged software
Walldorf/Germany — October 07, 2007 — SAP AG and Business Objects S.A. have, with the approval of the supervisory board of SAP AG and the board of directors (conseil d’administration) of Business Objects S.A., today concluded an agreement (the “Tender Offer Agreement”) regarding the friendly takeover of Business Objects S.A. by SAP AG supported by the board of directors of Business Objects S.A.. The takeover is to take the form of a tender offer under French law and a parallel tender offer under US law aiming at the acquisition of all Business Objects S.A. shares and all American Depositary Shares representing shares in Business Objects S.A. (the “ADS”), as well as all convertible bonds issued by Business Objects S.A. (the “Convertible Bonds”) and all warrants issued by Business Objects S.A. (the “Warrants”). Under the terms and conditions of the tender offer agreement, SAP will make a cash offer of € 42.00 per ordinary share and for American Depositary Shares (ADS) at the US$ equivale
TENDER OFFER AGREEMENT BETWEEN FAIVELEY TRANSPORT AND FW ACQUISITION LLC AND WABTEC CORPORATION Dated as of October 6, 2015Tender Offer Agreement • October 8th, 2015 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
The Company, the Purchaser and Parent are individually referred to as a “Party” and collectively referred to as the “Parties”.
TENDER OFFER AGREEMENT BY AND BETWEEN TOTAL GAS & POWER USA, SAS AND SUNPOWER CORPORATION Dated as of April 28, 2011Tender Offer Agreement • May 12th, 2011 • Sunpower Corp • Semiconductors & related devices • Delaware
THIS TENDER OFFER AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2011, by and between Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Parent”), and SunPower Corporation, a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
THE TENDER OFFER CONTEMPLATED IN THIS AGREEMENT HAS NOT YET COMMENCED, AND THIS AGREEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES. ANY TENDER OFFER WILL BE MADE ONLY THROUGH AN OFFER TO PURCHASE AND RELATED...Tender Offer Agreement • September 25th, 2001 • Prime Group Realty Trust • Real estate investment trusts
Proposed tender offer from SoftBank GroupTender Offer Agreement • June 14th, 2023
Arcueil, France, June 14, 2023, 5:15 p.m. CEST - BALYO (“Balyo” or the “Company”) and a wholly owned subsidiary of SoftBank Group Corp. (together with its affiliates, “SoftBank”), entered into an agreement (“Tender Offer Agreement”) which sets out the terms and conditions of the proposed acquisition of Balyo’s shares by SoftBank, by means of an all-cash public tender offer at €0.85 per share1 ("Offer").
ANNEX ATender Offer Agreement • October 24th, 2000 • Zapme Corp • Services-computer programming, data processing, etc.
TENDER OFFER AGREEMENTTender Offer Agreement • October 16th, 2015 • Pimco High Income Fund • New York
This Agreement (“Agreement”) is made and entered into as of the 14th day of October, 2015, by and among PIMCO Corporate & Income Strategy Fund (“PCN”), PIMCO High Income Fund (“PHK” and, together with PCN, each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and Citigroup Global Markets Inc. and Citicorp Funding Inc. (collectively, the “Citigroup Parties”).
RE: Tender Offer by TNS, Inc.Tender Offer Agreement • April 5th, 2005 • TNS Inc • Services-business services, nec • Delaware
This letter agreement is submitted by GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P. and GTCR Capital Partners, L.P. (collectively, "GTCR") to TNS, Inc., a Delaware corporation (the "Company") in connection with the Company's tender offer to purchase an aggregate of nine (9) million shares of common stock of the Company ("Common Stock") at a price not less than $18.00 per share or greater than $18.50 per share (the "Tender Offer"). This letter sets forth GTCR's agreed terms with respect to the Tender Offer.
AMENDMENT NO. 1 TO THE TENDER OFFER AGREEMENT BETWEEN TXCELL S.A. AND SANGAMO THERAPEUTICS, INC. Dated as of October 1st, 2018Tender Offer Agreement • November 6th, 2018 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances)
TENDER OFFER AGREEMENT Between Sperian Protection S.A. AND Honeywell International Inc. Honeywell Holding France SAS DATED 19 May, 2010Tender Offer Agreement • July 23rd, 2010 • Honeywell International Inc • Motor vehicle parts & accessories
