Dutch Offer Letter definition

Dutch Offer Letter and the offer set forth therein, the “Dutch Offer”), including the price specified therein (the “Dutch Purchase Price”), Purchaser has irrevocably offered to acquire the Dutch Shares (within the time limit set forth therein) and to have the provisions of this Agreement apply to such Dutch Shares following completion of the consultation process described in Section 1.9(a)(ii). Subject to acceptance of the Dutch Offer by Seller following completion of the consultation process described in Section 1.9(a)(ii) and upon delivery to Purchaser of the executed acceptance notice attached as Schedule 2 to the Dutch Offer Letter (the “Dutch Acceptance Notice”), this Agreement shall apply to the Dutch Shares and, save as set forth in clause (z) of the proviso to Section 1.11(b), the Dutch Entities shall be included in the Purchased Entities. On the Dutch Closing, Purchaser and Seller shall deliver or cause to be delivered the Dutch Purchase Price and the Foreign Closing Documents relating to the Dutch Shares in the manner set forth in Section 1.12.
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Dutch Offer Letter has the meaning ascribed to such term in Section 1.9(c).
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Dutch Offer Letter shall have the meaning set forth in Section 5.15(c).
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Examples of Dutch Offer Letter in a sentence

  • Seller and each of the Selling Affiliates have, or will have at the Closing, full power and authority to execute and deliver each Transaction Document (other than this Agreement, the French Offer Letter and the Dutch Offer Letter) to which it is or will be a party and to carry out, or cause to be carried out, the transactions contemplated by each of the Transaction Documents (other than this Agreement, the French Offer Letter and the Dutch Offer Letter) to which it is or will be a party.

  • It is understood that in entering into this Agreement, Seller is not in any regard bound to accept Buyer’s irrevocable offer as set out in the Dutch Offer Letter.

  • Upon delivery to Buyer of the executed Dutch Acceptance Notice attached as Schedule 2 to the Dutch Offer Letter (the “Dutch Acceptance Notice”), this Article II shall be effective with respect to the Dutch Assets and the Dutch Assets shall be included in the Transferred Assets, as though, in each case, they had always been so included, and the Purchase Price shall no longer be reduced by the Dutch Purchase Price.

  • Subject to acceptance of the Dutch Offer by APD following completion of the consultation process described in Section 5.15(a)(ii) and upon delivery to Buyer of the executed acceptance notice attached as Exhibit C to the Dutch Offer Letter (the “Dutch Acceptance Notice”), this Agreement shall apply to the Dutch Business and shall be included in the acquired PMD Assets.

  • The Parties agree that the payment by the Purchaser or any member of the Purchaser’s Group of any amounts to the Seller or any Seller’s Group Company under or pursuant to the Dutch Offer Letter and Dutch Acceptance Notice (including any sale and purchase agreement entered into thereto) shall reduce the Purchaser’s obligation to pay the Initial Principal Amount to the Seller under this Agreement on a US$ for US$ basis.

  • Seller has full power and authority to execute and deliver this Agreement, the French Offer Letter and the Dutch Offer Letter and to carry out, or cause to be carried out, the transactions contemplated hereby and thereby.

  • Subject to acceptance of the Dutch Offer by Ardagh following satisfactory completion of the employee consultation process and upon delivery to NewCo of the executed acceptance notice attached as Schedule 2 to the Dutch Offer Letter (the “Dutch Acceptance Notice”), this Agreement shall apply to the Dutch Shares and the Specified Dutch Entities shall be included in the Ardagh Purchased Entities.

  • Buyer has full power and authority to execute and deliver this Agreement, the French Offer Letter and the Dutch Offer Letter and to carry out, or cause to be carried out, the transactions contemplated hereby and thereby.


More Definitions of Dutch Offer Letter

Dutch Offer Letter has the meaning set forth in Section 2.7(c).
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Dutch Offer Letter shall have the meaning set forth in Section 1.4(a).
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Dutch Offer Letter means the offer letter from the Purchaser to the Seller Parent for the acquisition of the Dutch Business in the agreed terms;
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Related to Dutch Offer Letter

  • Offer Letter means the letter given to the Trainee providing him/her with an offer to join Infosys after the successful completion of the Program as a full-time employee in the capacity of a systems engineer, subject to terms and conditions contained in the offer letter.

  • Grant Offer Letter means the letter the Authority issued to the Grant Recipient dated [ ], a copy of which is set out in Annex 1 Part A;

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Consulting Agreement means any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the State, (B) contracting, whether in writing or orally, any executive, judicial, or administrative office of the State, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction or requests for information or (C) any other similar activity related to such contracts.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Letter Agreement means that certain letter agreement between the initial Holder hereof and the Company, dated as of August 21, 2023, pursuant to which such initial Holder agreed to exercise one or more warrants to purchase shares of Common Stock and the Company agreed to issue to the initial Holder this Warrant.

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.