JUPITER Sample Clauses
JUPITER. The irrevocable undertaking from Jupiter will lapse and cease to be binding if: (i) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition; (ii) the Scheme Document or the Offer Document (as the case may be) has not been posted within 14 days of the Announcement being released (or within such longer period, being not more than 21 days, as Bidco and CityFibre, with the consent of the Panel, determine); (iii) in the event that the Acquisition is implemented by way of the Scheme, the Scheme lapses or is withdrawn in accordance with its terms or otherwise becomes incapable of ever becoming effective; (iv) in the case of a Takeover Offer, the Takeover Offer is withdrawn or lapses in accordance with its terms; (v) a third party announces a firm intention pursuant to Rule 2.7 of the Code to acquire the entire issued and to be issued ordinary share capital of CityFibre (whether by means of a takeover offer or by way of a scheme of arrangement), such proposal provides for consideration of more than a 10 per cent. premium to the price per share being offered at that time by Bidco; (vi) the Scheme has not become effective by 5:30 pm (London time) on or before the Longstop Date or such later time or date as Bidco and CityFibre (with the consent of the Panel) agree; (vii) there is any material change to the terms of the Scheme or the Offer (as applicable); or (viii) Jupiter’s discretionary investment mandate in respect of the relevant securities is revoked or terminated (provided that if Jupiter’s discretionary investment mandate in respect of some only but not all of the relevant securities is revoked or terminated then Jupiter’s obligations will terminate in respect of such relevant securities but will remain in force in respect of the remaining relevant securities for which its discretionary investment mandate remains in force). Odey Asset Management LLP 62,340,000 9.85 Total 62,340,000 9.85 The following definitions apply throughout this Announcement unless the context otherwise requires:
JUPITER. Sellers and their Affiliates shall, for the 18 month period following the date of this Agreement, not facilitate any prospective purchaser of the Business, the Company Business or any other businesses being sold by Sellers in their soliciting, attempting to hire or hiring any then employee of CCM, the Company or any of their respective Subsidiaries (other than research or research sales employees). Sellers shall enforce any non-solicitation and non-hire provision contained in any non-disclosure or confidentiality agreement entered into between Sellers or their Affiliates, on one hand, and any such prospective purchaser, on the other hand, to the extent that any non-enforcement of such a provision contained in such an agreement is reasonably likely to be adverse to Purchaser and Sellers are aware of any breach of such covenants.
JUPITER. At or prior to the Effective Time, Ambassador shall call for redemption the limited partnership interests not owned by Ambassador or its affiliates in Jupiter-I, L.P and Jupiter-II, L.P. (the "JUPITER REDEMPTION") in accordance with their respective partnership agreements and subject to and simultaneously with the Effective Time, the Surviving Corporation shall provide the funds for, and cause payment to be made in respect of, the redemption thereof upon the Effective Time.
JUPITER. Subordinated Debentures - The subordinated debentures, which relate to GWI, are payable to the Small Business Administration ("SBA") and bear interest at an effective weighted rate of 7.8% at June 30, 1995. Principal payments are due as follows: YEAR ENDING JUNE 30, AMOUNT 1998 $ 2,500,000 2001 7,000,000 2003 5,000,000 ------------- $ 14,500,000 ============= The subordinated debentures contain restrictions on prepayments, distributions to shareholders, and certain operating results. At June 30, 1995, GWI did not have available funds for distribution (equity of $12,426,000) to its shareholder nor funds for the prepayment of its debentures. Securities Loans - At June 30, 1995, Jupi▇▇▇ ▇▇▇ borrowed $1,191,000 under a brokerage margin account with average interest rates of 10%.
JUPITER. At or prior to the Effective Time, Ambassador shall call for redemption the limited partnership interests not owned by Ambassador or its affiliates in Jupiter-I, L.P and Jupiter-II, L.P. (the "Jupiter Redemption") in accordance with their respective partnership agreements and subject to and simultaneously with the Effective Time, the Surviving Corporation shall provide the funds for, and cause payment to be made in respect of, the redemption thereof upon the Effective Time.
JUPITER. Jupiter" shall mean Jupiter Partners, L.P., a Delaware limited partnership, and its successors and assigns.