Takeover Offer Conditions definition

Takeover Offer Conditions means the conditions to the Takeover Offer as set out in Schedule 1;
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Takeover Offer Conditions means the condition that the Takeover Offer be conditional on valid acceptances being received in respect of more than 90 per cent. in nominal value of the Xxxxxxxx Shares (or such lower percentage as the Aon may specify in the Takeover Offer Announcement) to which the Takeover Offer relates and all of the Amalgamation Conditions other than Conditions 1.1 to 1.4;
Sample 1
Takeover Offer Conditions means the Acquisition Conditions, so far as applicable and subject to appropriate amendments for the Takeover Offer, including (without limitation) the deletion of the Condition set out in paragraph A.2 of Appendix 1 to the Rule 2.5 Announcement and its replacement with a condition that the Takeover Offer be conditional on valid acceptances being received in respect of not less than 75 per cent. (or such lesser percentage as Universe may decide in accordance with the Takeover Code) in nominal value of the Star Shares to which the Takeover Offer relates, which conditions shall be incorporated in the Takeover Offer Document;
Sample 1

Examples of Takeover Offer Conditions in a sentence

  • Board compositionIf the Alludo Takeover Offer is declared or becomes unconditional (see Section 5.8 for further information on the Alludo Takeover Offer Conditions) and Alludo BidCo has a Relevant Interest in at least 50.1% of Nitro Shares, Alludo will nominate persons to be appointed to the Nitro Board such that a majority of the Directors of Nitro are Directors nominated by Alludo.

  • The Alludo Takeover Offer will only become unconditional if the Alludo Scheme is not implemented and the other Alludo Takeover Offer Conditions have been satisfied or waived.


More Definitions of Takeover Offer Conditions

Takeover Offer Conditions means the Scheme Conditions, so far as applicable and subject to appropriate amendments for any Takeover Offer, including a condition that the Takeover Offer be conditional on valid acceptances being received in respect of not less than 90 per cent. of the Target Shares to which the Takeover Offer relates, (or such less percentage as may be agreed by Bidco after consultation with the Panel (if necessary), being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Target, including, for this purpose, any such voting rights attaching to Target Shares that are issued before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise) and containing such other terms as Bidco may incorporate in the Takeover Offer Document (in accordance with the terms of this Agreement);
Sample 1
Takeover Offer Conditions means the Scheme Conditions, so far as applicable and subject to appropriate amendments for a takeover offer, including (without limitation) the deletion of the Condition set out in paragraph 1 of Appendix 1 of the Rule 2.7 Announcement and its replacement with a condition that the Takeover Offer be conditional on valid acceptances being received in respect of not less than 90 per cent (or such lesser percentage as Sandstorm may decide or the Panel may require) in nominal value of the Mariana Shares to which the Takeover Offer relates United States of America, United States or US means the United States of America, its territories and possessions, any state of the United States and the District of Columbia US Holders means holders of Mariana Shares in the US, resident in the US or with a registered address in the US, and any custodian, nominee or trustee holding Mariana Shares for persons in the US or with a registered address in the US US Securities Act means the United States Securities Act of 1933 and the rules and regulations promulgated thereunder (as amended)
Sample 1
Takeover Offer Conditions means the Scheme Conditions, so far as applicable and subject to appropriate amendments for any Takeover Offer as may be agreed by Bidco, RSA, Intact and Tryg after consultation with the Panel (if necessary), being in any case that Bidco and/or its wholly-owned subsidiaries shall have acquired, or agree to acquire (whether pursuant to the Takeover Offer or otherwise), directly or indirectly, RSA Shares representing more than 50 per cent. of the votes then normally exercisable at a general meeting of RSA;
Sample 1
Takeover Offer Conditions means the Acquisition Conditions, so far as applicable and subject to appropriate amendments for the Takeover Offer, including (without limitation) the deletion of the Condition set out in paragraph 2 of Appendix I of the Rule 2.5 Announcement and its replacement with a condition that the Takeover Offer be conditional on valid acceptances being received in respect of not less than 75 per cent. (or such lesser percentage as Bidco may decide or the Panel may require) in nominal value of the Intec Shares to which the Takeover Offer relates, which conditions shall be incorporated in the Takeover Offer Document; Takeover Offer Document means, if following the date of this Agreement Bidco elects to implement the Acquisition by way of the Takeover Offer in accordance with clause 3.7, the document to be despatched to Intec Shareholders and others by Bidco (or such other entity as it may elect) containing, amongst other things, the Takeover Offer, the Takeover Offer Conditions and certain information about Bidco and Intec and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer; Timetable means (i) if the Scheme is (or is to be) implemented, the indicative timetable for the Scheme set out in Schedule 2; (ii) if the Takeover Offer is (or is to be) implemented, such indicative timetable (which complies with the requirements of the City Code) as may be notified in writing by Bidco to Intec as soon as reasonably practicable following Bidco making a valid election in accordance with clause 3.7;
Sample 1
Takeover Offer Conditions means the Scheme Conditions subject to the deletion of the Conditions set out in paragraphs 1 and 2 of Appendix I of the Press Announcement and their replacement with the condition that the Takeover Offer be subject to an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as Nike Vapor may decide) of: (i) the shares to which such offer relates; and
Sample 1

Related to Takeover Offer Conditions

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • 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.

  • Takeover Rules means the Takeover Panel Act 1997 Takeover Rules 2013; and

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • 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.

  • 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.

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Takeover Bid means a "take-over bid" as defined in the ASA pursuant to which the "offeror" would as a result of such takeover bid, if successful, beneficially own, directly or indirectly, in excess of 50% of the Outstanding Securities;

  • Business Combination Transaction means:

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • Pre-Existing Conditions means, in respect of the Insured Person, any Sickness, Disease, Injury, physical, mental or medical condition or physiological degradation, including Congenital Condition, that has existed prior to the Policy Issuance Date or the Policy Effective Date, whichever is the earlier. An ordinary prudent person shall be reasonably aware of a Pre- existing Condition, where -

  • Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

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

  • Change in condition means a change in physical condition of the employee as well as any change

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Pre-Existing Condition means an illness, disease, or other condition during the 180 day period immediately prior to the Effective Date of Your coverage for which You or Your Traveling Companion, Business Partner or Family Member: 1) received or received a recommendation for a test, examination, or medical treatment; or 2) took or received a prescription for drugs or medicine. Item (2) of this definition does not apply to a condition which is treated or controlled solely through the taking of prescription drugs or medicine and remains treated or controlled without any adjustment or change in the required prescription throughout the 180 day period before Your coverage is effective under this policy.

  • Standard Listing Conditions has the meaning ascribed thereto in subsection 4(a)(iv);

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Interested Shares means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

  • Offer Acceptance Time is defined in Section 1.1(h) of the Agreement.

  • Change of Recommendation has the meaning set forth in Section 6.3(d).

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.