French Offer Sample Clauses
A French Offer clause establishes a process by which a party intending to sell an asset must first offer it to a specific party, typically under the same terms as a third-party offer they have received. In practice, this means that if the seller receives a bona fide offer from an outside party, they are required to present those terms to the designated party, who then has the right to match the offer within a set timeframe. This clause ensures that the designated party has a fair opportunity to acquire the asset before it is sold to others, thereby protecting their interests and preventing the asset from being transferred without their knowledge or consent.
French Offer. Subject to the terms and conditions of this Agreement, the Purchaser shall instruct Lazard Frères Banque, in its capacity as presenting bank (établissement présentateur) of the French Offer, to file the French Offer together with the draft tender offer prospectus (projet de note d’information or draft “French Offer Prospectus”) substantially in the form presented to the Company Board with the AMF on the next Business Day following the date hereof. For the avoidance of doubt, the Purchaser shall have the right to amend the terms of the draft French Offer Prospectus (other than the key terms set forth in Schedule 1) once filed with the AMF (i) to the extent required to reflect comments from the AMF and/or the SEC, as the case may be, subject to prior consultation with the Company and (ii) in other cases provided that such amendments shall not make the Offers substantially less favourable to the Company, its employees, its Shareholders and other Securities holders and subject to prior consultation with the Company.
French Offer. (a) On the date of Public Announcement or as soon thereafter as may be practicable, Purchaser shall file an application with the French Ministry of Economy requesting prior authorization of foreign investment in connection with the French Offer (French Finance Ministry Authorization) pursuant to article L. 151-3 of the French Financial and Monetary Code. Purchaser shall keep the Company reasonably informed of the status of the application including any material issues to the extent Purchaser becomes aware of them.
(b) In accordance with applicable Law, the Company shall undertake all necessary information procedures with the Company’s workers’ councils with respect to the Offers.
(c) The French Offer shall be subject to the General Regulations of the AMF. Subject to the terms and conditions of this Agreement, including the satisfaction or waiver of conditions set forth in Annex 2(a), Purchaser shall cause Deutsche Bank AG Paris Branch, in its capacity as guaranteeing and presenting bank of the French Offer, to file the French Offer together with the tender offer prospectus (note
French Offer. In accordance with applicable Law, the Company shall undertake all necessary information procedures with the Company’s workers’ councils with respect to the Offers. The Company shall file the draft target prospectus (projet de note en réponse or draft “French Company Prospectus”) as soon as practicable and in any event within two days of receipt of the Fairness Opinion. 4
French Offer. In the event that MDLZ accepts the French Offer in accordance with the terms of the French Offer Letter and the French Contribution Agreement is executed by the parties, the provisions of schedule 17 shall apply to this Agreement.