Offeree Shares definition
Examples of Offeree Shares in a sentence
The Shareholder represents, warrants and undertakes that the Offeree Shares are (i) held by it in the capacity of an investment manager with discretion to exercise (or procure the exercise of) voting rights attached to such Shares and transact purchases and sales of Shares on behalf of its client(s); (ii) free and clear of any lien, charge, mortgage, encumbrance or any third party rights whatsoever; and (iii) have been properly allotted and issued and fully paid up.
The Shareholder and the Consortium entered into a deed of irrevocable undertaking on 12 September 2019 (the “JD Irrevocable Undertaking”) pursuant to which the Shareholder has undertaken, among other things, not to accept the Offer in respect of any of the Offeree Shares or make any of the Offeree Shares available for acceptance under the Offer, subject to the terms and conditions therein.
Should any Offeree request their portion of the Free Shares, the trustee shall deliver to the Offeree the Free Shares allocated to them (the “Offeree Shares”), subject to receipt of the Offeree’s written confirmation, addressed to the trustee and the Company, stating that receipt of the Offeree Shares constitutes full and final performance of the Company’s obligations toward them under the Private Placement Agreement.
As at the date of this Agreement, the Trust held 1,950,473 unallocated Offeree Shares.
If the Bona Fide Purchaser is unwilling or unable to acquire all of the Co-Sale Offeree Shares upon such terms, then the Whitney Offeror may rescind its offer to sell the Whitney Offered Shares, which rescission shall be effected by written notice delivered to the Co-Sale Offerees within ten (10) days of the end of the ninety (90) day period referred to above, and keep all, but not less than all, of the Whitney Offered Shares, subject to the restrictions set forth in this Agreement.