Examples of A&R Consortium Agreement in a sentence
Without Investor’s prior written consent, SPV may not (a) terminate, amend or assign the SPV ECL or SPV LG (other than in each case a termination in accordance with its terms), or (b) waive any of its rights or conditions, or grant any approval or consent, or make any other determination with respect to any matter, under or relating to Section 1.6 or Section 1.7 of the A&R Consortium Agreement, the SPV ECL or the SPV LG.
The A&R Consortium Agreement provides, among other things, for: cooperation in arranging financing; engaging advisors; admission of new members of the consortium; cooperation in obtaining applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions for the consummation of the transactions contemplated by this Offer to Purchase; and cooperation in executing the currently contemplated Offer and Merger transaction scheme.
Shared power to dispose or direct the disposition: 2,437,696Because of the arrangements in the A&R Consortium Agreement, the parties to that agreement are deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act, and such “group” is deemed to beneficially own an aggregate of 26,528,890 Ordinary Shares, which represents approximately 68.3% of the total number of Ordinary Shares issued and outstanding as of November 19, 2020 as provided by the Issuer.
Where there has been a written acceptance, the scope of acceptance encompasses only those conditions specifically or officially accepted in writing.Johnson v.
A&R Consortium Agreement, dated November 19, 2020, by and among members of the Buyer Consortium (incorporated by reference to Exhibit 3 of the Schedule 13D/A filed by Beachhead and its affiliates on November 20, 2020).
Mr. Gates, representative for Indian Lake Watershed, stated that he wanted to see a fence on the top of the wall and maintenance of the plantings.
Alternatively, it could run a statistical analysis that included control variables designed to capture differences in customer mix and type of service within the benchmarking model.
Exhibit 13: A&R Consortium Agreement (incorporated herein by reference to the A&R Consortium Agreement filed as Exhibit 3 to the Centurium 13D Amendment No. 15).
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: The descriptions of the principal terms of the Merger Agreement, the Support Agreement, the Equity Commitment Letters, the Limited Guarantees, the A&R Consortium Agreement, the PWM Voting Undertaking and the Debt Commitment Letter under Item 4 are incorporated herein by reference in their entirety.
The Rollover Agreement will terminate immediately upon the earlier to occur of (a) the effective time of the Merger, and (b) the valid termination of the A&R Consortium Agreement.