Completion of Transfer of Debentures to Offeror Clause Samples
The 'Completion of Transfer of Debentures to Offeror' clause defines the process and conditions under which debentures are formally transferred from their current holders to the offeror, typically following the acceptance of an acquisition or takeover offer. This clause outlines the necessary steps, such as the execution of transfer documents, delivery of debenture certificates, and payment of consideration, to ensure the legal and effective transfer of ownership. Its core function is to provide a clear and structured mechanism for finalizing the transfer, thereby reducing uncertainty and ensuring that both parties fulfill their obligations in the transaction.
Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror's Notice pursuant to Section 12.2, the Debenture Trustee, if the Offeror has complied with Section 12.2 and Section 12.4, shall:
(a) do all acts and things and execute and cause to be executed all instruments as in the Debenture Trustee's opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror;
(b) send to each Dissenting Debentureholder who has complied with Section 12.3 the consideration to which such Dissenting Debentureholder is entitled under this Article 12 net of applicable withholding taxes, if any; and
(c) send to each Dissenting Debentureholder who has not complied with Section 12.3 a notice stating that:
(i) his or her Debentures have been transferred to the Offeror;
(ii) the Debenture Trustee or some other Person designated in such notice are holding in trust the consideration for such Debentures; and
(iii) the Debenture Trustee, or such other Person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder's Debenture certificate(s) or such other documents as the Debenture Trustee or such other Person may require in lieu thereof, and the Debenture Trustee is hereby appointed the agent and mandatary, and is granted power of attorney with respect to the Debentures, of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions including, without limitation, the power and authority to execute such transfers as may be necessary or desirable in respect of the book-entry only registration system of the Depository.
Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror's Notice pursuant to Section 12.3, the Trustee, if the Offeror has complied with Section 12.5, shall:
(a) do all acts and things and execute and cause to be executed all instruments as in the Trustee's opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror;
(b) send to each Dissenting Debentureholder who has complied with Section 12.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 12; and
(c) send to each Dissenting Debentureholder who has not complied with Section 12.4 a notice stating that:
(i) his or her Debentures have been transferred to the Offeror;
(ii) the Trustee or some other person designated in such notice are holding in trust the consideration for such Debentures; and
(iii) the Trustee, or such other person, will send the consideration to such Dissenting Debentureholder as soon as possible after receiving such Dissenting Debentureholder's Debenture certificate(s) or such other documents as the Trustee or such other person may require in lieu thereof; and the Trustee is hereby appointed the agent and attorney of the Dissenting Debentureholders for the purposes of giving effect to the foregoing provisions.
Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section 11.3, the Trustee, if the Offeror has complied with Section 11.5, shall:
(a) do all acts and things and execute and cause to be executed all instruments as in the Trustee’s opinion may be necessary or desirable to cause the transfer of the Debentures of the Dissenting Debentureholders to the Offeror;
(b) send to each Dissenting Debentureholder who has complied with Section 11.4 the consideration to which such Dissenting Debentureholder is entitled under this Article 11; and
(c) send to each Dissenting Debentureholder who has not complied with Section
Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section
Completion of Transfer of Debentures to Offeror. Within 30 days after the date of the sending of an Offeror’s Notice pursuant to Section