Minimum Acceptance Condition means, in relation to an Offer, an Acceptance Condition of not less than 75 per cent. of the issued ordinary share capital of the Target on a fully diluted basis (assuming exercise in full of all options, warrants and other rights to require allotment or issue of any shares in Target, whether or not such rights are then exercisable).
Minimum Acceptance Condition an Acceptance Condition which shall not be capable of being satisfied unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower or any Acquisition Co (if any), result in the Borrower (directly or indirectly) holding shares representing, in any case, more than 50 % of all Target Shares on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Takeover Offer is declared unconditional as to acceptances.
Minimum Acceptance Condition means the acquisition by Topco of at least 80% of the then outstanding Maersk Drilling Shares and voting rights of Maersk Drilling (which percentage may be lowered by Topco in its sole discretion to not less than 70%).
Examples of Minimum Acceptance Condition in a sentence
Save for the Minimum Acceptance Condition, the Offer is unconditional in all other respects.
In the event that any of the Delisting Proposal Conditions or the Minimum Acceptance Condition is not satisfied, the Exit Offer will lapse and both the Shareholders and the Offeror will cease to be bound by any prior acceptances of the Exit Offer by any Shareholder.
Our team in the office will also be available to speak with you on the phone or by email about any issues or concerns you have.
The Bidder reserves its right to waive the 90% Minimum Acceptance Condition (and any other Condition, other than the FIRB Condition, unless permitted by FATA) to the Offer.
During the fiscal year, no new interested party transactions (within the meaning of Article L.225-38 of the French Commercial Code) were entered into.
More Definitions of Minimum Acceptance Condition
Minimum Acceptance Condition means, in the case of an Offer, both seventy-five percent (75%) or more in nominal value of each class to which the Offer relates and seventy-five percent (75%) of the voting rights carried by each class of those shares.
Minimum Acceptance Condition means , with respect to an Offer, the condition set forth in the Offer Documents with respect to the number of acceptances to an Offer which must be secured to declare such Offer unconditional as to acceptances which shall be equal to or more than 75% of the Target shares carrying voting rights.
Minimum Acceptance Condition means that the number of acceptances received by the Offeror in respect of the Offer from shareholders of the Target in respect of the Target Shares and/or Target Shares otherwise acquired or owned by the Offeror (or to be acquired or owned by the Offeror on the date the payment is made by the settlement agent to the shareholders in connection with the Offer) exceeds 50% of the total issued and outstanding Target Shares (for the avoidance of doubt, excluding any treasury shares held by the Target).
Minimum Acceptance Condition means an Acceptance Condition which shall not be capable of being satisfied unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Parent Guarantor, the Borrower or any Acquisition Co (if any), result in the Parent Guarantor (directly or indirectly) holding shares representing, in any case, more than 50% of all Target Shares on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Takeover Offer is declared unconditional as to acceptances.
Minimum Acceptance Condition means the valid acceptance by eligible Marel Shareholders representing (when taken together with any Marel Shares acquired or agreed to be acquired by the Offeror other than through the Offer in accordance with applicable law) of at least 90% (or, in the Offeror’s sole discretion, a lower percentage, which will not be reduced below 80% without Marel’s consent) of the issued and outstanding share capital and voting rights of Marel (excluding Marel Shares owned by any of Marel’s subsidiaries) as of the Offer Closing Time and such acceptances not being withdrawn or subject to any third party consents in respect of pledges or other rights.
Minimum Acceptance Condition means the sum of Included SimCorp Shares amounting to 20,250,001 SimCorp Shares (corresponding to 50 per cent plus one (1) of all of the SimCorp Shares, including SimCorp Treasury Shares).
Minimum Acceptance Condition means receipt by Bidco of such number of acceptances (that may not be withdrawn) from the shareholders of the Target pursuant to an Offer which, once settled, would result in Bidco holding at least 80% in value of the voting shares in the Target on a fully diluted basis. “Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto. “Mortgage” has the meaning specified in Section 6.11(c). “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower, any Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. “Net Income” means, with respect to any Person, the net income (loss) attributable to such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. “Net Proceeds” means: (a) 100% of the cash proceeds actually received by the Borrower or any of its Restricted Subsidiaries from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations are secured by a pursuanttotheLoanDocuments Indebtedness)onsuchasset,other Lien permitted hereunder (other than andCreditAgreementRefinancing customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes paid or payable as a result thereof, and (iii) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of its Restricted Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such -37-CG&R Dra...