Tender Offer Prospectus definition

Tender Offer Prospectus means a takeover bid prospectus to be prepared, approved and published in connection with the Tender Offer in accordance with the Takeover Rules.
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Tender Offer Prospectus means the prospectus to be published by the Company pursuant to SESTA and the registration statement filed on Form S-4 and the prospectus included therein, the Schedule TO, the proxy statement and the other documents relating to the Tender Offer filed pursuant to SESTA and the U.S. Securities and Exchange Commission and all certificates and other documents delivered thereunder, as amended, supplemented or otherwise modified in accordance with the terms of this Agreement.
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Tender Offer Prospectus means the public offer document to be prepared by Parent Holdco in relation to the Tender Offer.
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Examples of Tender Offer Prospectus in a sentence

  • During the time between the publication of the Tender Offer Prospectus in accordance with Section 14 para.

  • If BaFin permits the publication of the Tender Offer Prospectus only in a form that is not in accordance with the provisions of this Agreement, the parties hereto shall in good faith cooperate to make changes to the Tender Offer Prospectus so as to be consistent with the changes required by BaFin and to be consistent with the original intent of the parties.

  • West International Holdings Limited filed a Tender Offer Prospectus (Note d’Information) with the AMF on February 19, 2008, which was approved by the AMF on March 18, 2008, and filed other related offer documentation with the AMF on March 18, 2008.

  • Following approval by BaFin (or the expiration of the review period required under the Takeover Act) of the terms of the Offer and the Tender Offer Prospectus filed by Holdco as set forth in Section 1.1(b), Holdco shall (i) publish the Tender Offer Prospectus without undue delay (ohne schuldhaftes Zögern) in accordance with Section 14 para.

  • THE OFFER AND THE DRAFT TENDER OFFER PROSPECTUS REMAIN SUBJECT TO THE REVIEW OF THE AMF.The draft Tender Offer Prospectus is available on the website of the AMF (www.amf-france.org) and may be obtained free of charge from: West International Holdings Limited Lehman Brothers International (Europe)Topeka House, The Luther Challis Business Centre, Gloucester, GL4 3HXEngland7, place d’Iéna75779 Paris, cedex 16 France 1.

  • The parties understand and agree that, pursuant to Section 21 of the Takeover Act, a waiver or amendment of any of the Offer Conditions generally is only permitted until the end of the working day prior to the expiration date as published in the Tender Offer Prospectus.

  • If Holdco shall file the Registration Statement with the SEC prior to the date on which BaFin approves the Tender Offer Prospectus (or, if earlier, the expiration of the review period required under the Takeover Act), then Holdco shall file such Registration Statement with the SEC on a confidential basis to the extent a confidential filing is permitted by the SEC.

  • Deutsche Börse agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than 10 business days following the recommendation of the Offer by either of the Deutsche Börse Boards, it shall tender into the Offer all of the Deutsche Börse Treasury Shares (and any Deutsche Börse Shares acquired after the date hereof) in accordance with the terms of the Tender Offer Prospectus, free and clear of all liens and encumbrances.

  • The conditions included in Section B.9 of the Tender Offer Prospectus have been satisfied or waived such that the Tender Offer becomes or is declared wholly unconditional in all respects and the Tender Agent shall have agreed to purchase the Amazys Shares on the Company’s behalf pursuant to the Tender Offer promptly upon receipt of the proceeds of the Loans as further set forth in the exhibits to the Funding Notice.

  • The conditions included in Section B.9 of the Tender Offer Prospectus have been satisfied or waived such that the Tender Offer becomes or is declared wholly unconditional in all respects and the Amazys Shares shall have been or shall contemporaneously be purchased pursuant to the Tender Offer and shall have been or shall be paid for contemporaneously with the Initial Term Loan.

Related to Tender Offer Prospectus

  • 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.

  • IPO Prospectus means the final prospectus of the Purchaser, dated as of February 17, 2022, and filed with the SEC on February 22, 2022.

  • Shelf Prospectus means a prospectus filed under National Instrument 44-102 Shelf Distributions;

  • Prospectus means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

  • Pricing Prospectus means the Preliminary Prospectus, if any, and the Base Prospectus, each as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.

  • Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

  • Base Prospectus means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

  • U.S. Prospectus means a prospectus that has been prepared in accordance with the disclosure and other requirements of U.S. federal securities law for an offering of securities registered under the 1933 Act.

  • U.S. Prospectus Supplement has the meaning given to it in the fifth paragraph of this Agreement;

  • Canadian Prospectus Supplement means the most recent prospectus supplement to the Canadian Base Prospectus relating to the Shares filed by the Company with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws. As used herein, “Canadian Prospectus” means the Canadian Prospectus Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement or any Terms Agreement and filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus.

  • Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • Interim Prospectus Supplement means the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b) from time to time as provided by Section 4(x) of this Agreement.

  • Initial Prospectus Supplement means the prospectus supplement of the Company relating to the Securities, including the accompanying Base Prospectus, to be prepared and filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act and in accordance with Section 5(a) hereof, together with all documents and information incorporated therein by reference.

  • Final Prospectus means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • Final Prospectus Supplement means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • Statutory Prospectus with reference to a particular time means the prospectus included in a Registration Statement immediately prior to that time, including any 430A Information or 430C Information with respect to such Registration Statement. For purposes of the foregoing definition, 430A Information shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) or Rule 462(c) and not retroactively.

  • Offer Documents has the meaning set forth in Section 1.01(h).

  • Pre-Pricing Prospectus means the preliminary prospectus dated relating to the Securities in the form first furnished to the Underwriters for use in connection with the offering of the Securities.

  • Basic Prospectus means the prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Date including any Preliminary Final Prospectus.

  • 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.

  • Canadian Prospectus means the Canadian Prospectus Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement and filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus;

  • Preliminary Offering Memorandum means the preliminary offering memorandum consisting of the Red Xxxxxxx Prospectus and the preliminary international wrap to be used for offer and sale to persons/entities that are resident outside India;

  • U.S. Base Prospectus has the meaning set forth in Section 1(b) hereof.

  • Time of Sale Prospectus means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the free writing prospectuses, if any, identified in Schedule B hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). All references in this Agreement to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include the documents incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which are “contained,” “included” or “stated” in, or “part of” the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other references of like import, shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or supplements to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement. In the event that the Company has only one subsidiary, then all references herein to “subsidiaries” of the Company shall be deemed to refer to such single subsidiary, mutatis mutandis. The Company hereby confirms its agreements with the Underwriters as follows:

  • Prospectus Supplements means, collectively, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement;

  • U.S. Final Prospectus means the Canadian Final Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC, included in the Registration Statement at the time it becomes effective, including the Documents Incorporated by Reference;

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