25% Yashili Acquisition Sample Clauses

25% Yashili Acquisition. On [●], 2022, Mengniu and Danone Nutrition have entered into the 25% Yashili Acquisition SPA whereby Danone Nutrition agrees to sell, and Mengniu agrees to purchase (or procure to purchase through its Affiliate), the Yashili Sale Shares at HK$1.20 per Yashili Share, subject to the terms and conditions therein. The Privatization Proposal Notwithstanding that the 25% Yashili Acquisition does not trigger a mandatory offer obligation on the part of Mengniu under the Takeovers Code, Mengniu will, through the Offeror, initiate the Privatization Proposal and provide an opportunity for the Scheme Shareholders to monetize their investments in Yashili at the same price that is offered to Danone Nutrition under the 25% Yashili Acquisition. Accordingly, Mengniu, the Offeror and Yashili further jointly announce that on May 3, 2022, the Offeror, a wholly-owned subsidiary of Mengniu, has formally requested the Yashili Board to, subject to the satisfaction of the Scheme Pre-Conditions, which include (i) approval by Independent Yashili Shareholders of the Proposed Transactions, which constitute special deals pursuant to Rule 25 of the Takeovers Code and (with respect to the Dumex China Disposal) a major and connected transaction of Yashili under Chapters 14 and 14A of the Listing Rules; (ii) completion of the 25% Yashili Acquisition; and (iii) the consent from the Executive with respect to the Proposed Transactions as special deals under the Takeovers Code having been granted, put forward a proposal to the Scheme Shareholders for the privatization of Yashili by way of a scheme of arrangement under section 86 of the Companies Act. Upon the fulfilment of the Scheme Conditions and the Scheme becoming effective, all Scheme Shares will be cancelled and the Scheme Shareholders will be entitled to the Cancellation Price of HK$1.20 for each Scheme Share. THE PROPOSED TRANSACTIONS The Chilled Business JVs Acquisition As the highest of all applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Chilled Business JVs Acquisition for Mengniu is [less than 5%], the Chilled Business JVs Acquisition does not constitute a notifiable transaction of Mengniu under Chapter 14 of the Listing Rules. However, the transaction is a connected transaction of Mengniu as of the Announcement Date by reason that Danone Shanghai is a connected person of Mengniu at the subsidiary level. [As the highest of all applicable percentage ratios is [more than 1% but less t...
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Related to 25% Yashili Acquisition

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Land Acquisition Reimbursement for the costs associated with acquiring interest and/or rights to real property (including access rights through ingress/egress easements, leases, license agreements, or other site access agreements; and/or obtaining record title ownership of real property through purchase) must be supported by the following, as applicable: Copies of Property Appraisals, Environmental Site Assessments, Surveys and Legal Descriptions, Boundary Maps, Acreage Certification, Title Search Reports, Title Insurance, Closing Statements/Documents, Deeds, Leases, Easements, License Agreements, or other legal instrument documenting acquired property interest and/or rights. If land acquisition costs are used to meet match requirements, Xxxxxxx agrees that those funds shall not be used as match for any other Agreement supported by State or Federal funds.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Acquisition For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • No Acquisitions The Company shall not, nor shall it permit any of its Subsidiaries to, (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, association or other business organization or division thereof or (ii) other than in the ordinary course of business, otherwise acquire or agree to acquire any assets which, in the case of this clause (ii), are material, individually or in the aggregate, to the Company.

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.

  • Land Acquisition and Involuntary Resettlement 7. The Borrower shall ensure or cause the State and the DISCOMs to ensure that all land and all rights-of-way required for each Subproject are made available to the Works contractor in accordance with the schedule agreed under the related Works contract and all land acquisition and resettlement activities are implemented in compliance with (a) all applicable laws and regulations of the Borrower relating to land acquisition and involuntary resettlement; (b) the Involuntary Resettlement Safeguards; (c) the RF; and (d) all measures and requirements set forth in the RP, and any corrective or preventative actions set forth in a Safeguards Monitoring Report.

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