Bidco Clause Samples
The 'Bidco' clause defines the entity established specifically to make a takeover or acquisition offer, typically in the context of mergers and acquisitions. In practice, Bidco is a special purpose vehicle (SPV) formed by the acquiring party to facilitate the purchase of shares or assets of the target company, and it is often used to isolate liabilities and streamline the transaction process. This clause ensures clarity by identifying the responsible entity for the offer, thereby allocating risk and obligations associated with the acquisition to the appropriate party.
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Bidco. Bidco is a newly incorporated private limited company, and a wholly-owned subsidiary of NortonLifeLock. Bidco has been formed at the direction of NortonLifeLock for the purposes of implementing the Merger. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Merger.
Bidco. Bidco is a newly-incorporated English private limited company and an indirect subsidiary of EA. Bidco has been formed at the direction of EA for the purposes of implementing the Acquisition. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.
Bidco. (a) If at any time following the date falling 6 Months after the First Utilisation Date, BidCo is not a wholly-owned Subsidiary of the Company, unless at such time BidCo has acceded to this Agreement as an Additional Guarantor.
(b) If at any time BidCo is not a direct or indirect Subsidiary of Cemex Parent.
Bidco. ▇▇▇▇▇ ▇▇▇ Holdings Limited (registered in the United Kingdom under number 02506374) whose registered office is at ▇▇▇▇'▇ House, St Paul's Road, Salisbury, Wiltshire, SP2 7BF;
Bidco. (i) The Investors agree that the business and affairs of Bidco shall be managed through a Board (the “Bidco Board”) consisting of 10 members (each, a “Bidco Director”). The Bidco Directors shall be elected to the Bidco Board in accordance with the following procedures:
(A) The CEO of Target shall be appointed as a Bidco Director at all times in accordance with the Investment Agreement.
(B) The Encore Investor shall have the right to designate five Bidco Directors (the “Encore Bidco Directors”), who shall consist of:
1. The CEO of the Encore Investor; and
Bidco. Bidco is a newly incorporated English company which is a wholly-owned subsidiary of Colfax established to effect the Acquisition. Bidco has not traded prior to the date of this announcement (except for entering into transactions relating to the Acquisition). Further details of Bidco will be contained in the Scheme Document.
Bidco. (a) repeats the representations to be repeated pursuant to Clause 15.29 (Repetition) of the Senior Facilities Agreement; and
(b) confirms that no Event of Default is continuing and that no Event of Default or Potential Event of Default will occur as a result of the Subsidiary becoming an [Acceding Borrower and an Acceding Guarantor/Acceding Guarantor].
Bidco. After the establishment of Bidco:
(i) Bidco will maintain its corporate or legal existence, subject to the terms of the Transaction Documents;
(ii) The Borrower will own 50% of the shares or other ownership interest in Bidco and the Borrower’s right and obligation to contribute further capital to Bidco is only in the form of Bidco Shareholder Loans;
(iii) The other 50% of the shares or ownership interest in Bidco is owned by Teekay (either directly or through a Subsidiary of Teekay) and Teekay has identical rights and obligations to contribute further capital to Bidco;
(iv) Bidco will only conduct business in relation to the Acquisition, and following the merger between Bidco and OMI, the current business of OMI or as contemplated by the Transaction Documents; and
(v) The Transaction Documents to which Bidco will be a party will been duly executed and constitute the legal, valid and binding obligations for it enforceable against it in accordance with their terms and the Transaction Documents will not conflict with (i) any Regulations or (ii) Bidco’s constitutional documents;
Bidco. The Offeror may decide that the Offer will be made by itself or an existing or newly incorporated wholly-owned Subsidiary of the Offeror (any such entity other than the Offeror being referred to in such capacity as “Bidco”). The Offeror is entitled to assign all of its rights and obligations under this Merger Agreement to Bidco. In the event of such assignment, this Merger Agreement shall, insofar as it refers to the Offeror, apply mutatis mutandis to Bidco. The Offeror shall remain jointly and severally liable with Bidco for the proper performance of any obligation assigned to Bidco under this Clause 2.2.
Bidco. FedEx is entitled to assign and/or transfer any and all of its rights and obligations under this Merger Protocol to an existing or newly incorporated wholly-owned subsidiary (any such entity, other than FedEx, being referred to in such capacity as Bidco) without requiring any further approval and/or cooperation of TNT Express. TNT Express hereby grants its consent and its full cooperation to such assignment and/or transfer. In the event of such assignment, this Merger Protocol shall, insofar as it refers to FedEx, apply mutatis mutandis to Bidco. FedEx will remain jointly and severally liable with Bidco for the proper performance of any obligations assigned and/or transferred to Bidco under this Clause 2.2.