Tender Offer Shares definition

Tender Offer Shares means such number of Company Shares actually purchased by the Investors from the Company’s shareholders pursuant to the Tender Offer.
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Tender Offer Shares shall have the meaning set forth in subparagraph B of the Introduction to this Agreement.
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Tender Offer Shares has the meaning given in the definition of the "Offer Documents".
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Examples of Tender Offer Shares in a sentence

  • Such prohibited hedging or other transactions include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Purchased Shares or Tender Offer Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Purchased Shares or Tender Offer Shares.

  • The foregoing restriction is expressly agreed to preclude the Investors from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Purchased Shares or Tender Offer Shares even if such Purchased Shares or Tender Offer Shares would be disposed of by someone other than the Investors or their Permitted Transferees.

  • The Offeror offers to acquire from all Shareholders all Tender Offer Shares, together with all present, future and contingent rights or claims attaching to the Tender Offer Shares, free and clear of all defects (legal or real), and all (present, future or contingent) rights, claims and/or encumbrances of, or in favour of, third parties.

  • Subject to its fiduciary duties under applicable law, the Open Text board of directors shall recommend that Open Text’s shareholders approve the issuance of Tender Offer Shares.

  • Accepting Shareholder means the Shareholder who lawfully and validly accepts the Tender Offer and tenders the Tender Offer Shares that he owns.

  • The Offeror intends to acquire the Tender Offer Shares together with all present and future rights deriving therefrom, to the extent that the Tender Offer Shares are free and clear from any encumbrance in rem or contractual encumbrance or any third party right, restriction, claim, usufruct, or other right or lien.

  • This means that there is no minimum number of Tender Offer Shares which should be acquired by the Offeror in order for the Tender Offer to remain effective.

  • Tender Offer means the present voluntary tender offer which is being made by the Offeror to acquire the Tender Offer Shares in accordance with the Law.

  • Notwithstanding anything to the contrary in this Agreement, the Company shall be permitted to register the Francisco Partners Tender Offer Shares, or a portion thereof, under any Registration Statement filed pursuant to this Agreement.

  • In no event shall any Tender Offer Shares be transferred to the Offeror without the prior payment of the Offer Price.


More Definitions of Tender Offer Shares

Tender Offer Shares means, 64,067,710 ordinary shares of IDBD (subject to required adjustments pursuant to the provisions of the Debt Arrangement), that are subject to the Tender Offer Obligation.
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Related to Tender Offer Shares

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • 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.

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • 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).

  • Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.

  • Scheme Shares means the Target Shares which are subject to the Scheme in accordance with its terms.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • 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.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • 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.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Offer Deadline means the exact date and time when no Offer submitted thereafter may be considered or accepted by District.

  • IPO Shares means all shares of Common Stock issued by the Company in its IPO, regardless of whether such shares were issued to an Insider or otherwise.

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Sale Shares has the meaning ascribed to it at Recital (A).

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Offer Price or Purchase (Public Offer) Price means the sum to be paid by the investor for purchase of one Unit, such price to be determined pursuant to this document.

  • Company Shares has the meaning set forth in the Recitals.

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.