OFFER COVENANTS Sample Clauses

OFFER COVENANTS. (a) Parent shall procure BPC1 to (i) immediately upon satisfying the requirements of Section 661A(1) or 661A(3) of the Corporations Act (whichever occurs earlier), promptly give the Administrative Agent notice of satisfying those requirements and that BPC1 does not extend the offer period for the Offer after that time without the consent of the Administrative Agent, (ii) exercise any and all rights which it has under Part 6A.1 of the Corporations Act to compulsorily acquire all ordinary shares in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (including, without limitation, any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ordinary shares issued within six weeks of the closing of the Offer as a result of the exercise of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ share options) so that, in all events, BPC1 lodges a compulsory acquisition notice with the Australian Securities and Investments Commission pursuant to Section 661B(1) of the Corporations Act no later than five Business Days after the closing of the Offer, (iii) if the Offer becomes or is declared unconditional, promptly give to the Administrative Agent a copy of the notification by BPC1 under the Corporations Act that the Offer is unconditional, and (iv) promptly give the Administrative Agent notice of the waiver or satisfaction of any condition in the Offer. (b) If, during or at the closing of the Offer, BPC1 has not satisfied the requirements of Section 661A(1) or 661A(3) of the Corporations Act in relation to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ordinary shares, but at any time after the closing of the Offer BPC1 becomes a "90% holder" of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ordinary shares within the meaning of Section 664A(1) and (2) of the Corporations Act, Parent shall procure BPC1 immediately upon BPC1 becoming a "90% holder" of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ordinary shares to exercise any and all rights which it has under Part 6A.2 of the Corporations Act to compulsorily acquire any ordinary shares in ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ so that, in all events, BPC1 lodges a compulsory acquisition notice with the Australian Securities and Investments Commission pursuant to Section 664C(2)(a) of the Corporations Act no later than five Business Days after becoming a "90% holder" of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ordinary shares. (c) Prior to making the Options Offer, Parent shall procure BPC1 to use all reasonable endeavors to obtain a modification of Chapters 6 and 6A of the Corporations Act from the Australian Securities and Investments Commission so that all ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ share options are treated as a single class of securities for the purposes of the Options ...

OFFER COVENANTS. If the Acquiror takes up and pays for Shares pursuant to the Offer, the Acquiror and the Company agree to use all reasonable efforts to enable the Acquiror to acquire the balance of the Shares as soon as practicable after completion of the Offer by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction carried out for a consideration per Share of not less than that offered under the Offer. The Company agrees and represents that its board of directors has determined unanimously to use its and their respective reasonable efforts to enable the Acquiror to elect or appoint all of the directors of the Company as soon as possible after the Acquiror takes up and pays for at least 50% of the Shares pursuant to the Offer. OUTSTANDING STOCK OPTIONS. The Acquiror agrees to offer to all holders of outstanding options, other than the directors of the Company, whether held pursuant to the Company's stock option plan and other compensation arrangements or otherwise, the opportunity to exchange their options into options to acquire common shares of the capital of the Acquiror (the "EXCHANGE OPTIONS") on terms and in accordance with the conditions set forth in Schedule C. The Company agrees and represents that its board of directors has unanimously resolved to use its and their respective reasonable efforts to encourage all such holders of outstanding options, other than the directors of the Company, to exchange their options, at the expiry of the Offer, into Exchange Options. The Acquiror will take all reasonable actions under applicable securities laws in the United States and the Province of Quebec to enable the holders of Exchange Options to resell the underlying shares of the Acquiror without registration or other similar requirements. The directors of the Company will be permitted to exercise their vested options and to sell the Shares they will have acquired pursuant to such exercise under the Offer provided however that the vesting schedule for such options shall not be accelerated by the Company in connection with the Offer or otherwise after the date hereof.

OFFER COVENANTS. (a) Except with the prior consent of the Majority Lenders, the Company must not, and must ensure that Bidco will not: (i) increase the Offer Price (as defined in the Merger Agreement in force as at its signing date) by more than 10 per cent. (unless such increase is funded in its entirety from sources other than external Financial Indebtedness); (ii) except for the condition in paragraph 1(d) of Exhibit A of the Merger Agreement, waive, amend or vary any Material Condition or any other term or condition (or any definition or term used in that term or condition) of the Merger Agreement in any respect (unless such waiver, amendment or variation of the Merger Agreement relates to a typographical or mechanical error or (in the case of any term or condition which is not a Material Condition) is not prejudicial to the interests of the Lenders under the Finance Documents); or (iii) waive the Minimum Tender Condition (as defined in the Merger Agreement in force as at its singing date) unless the Company has demonstrated to the satisfaction of the Majority Lenders (acting reasonably) that, notwithstanding such waiver, it will acquire 50.1 per cent. or more of the issued voting share capital of the Target (including the Target Shares which are to be acquired pursuant to the Merger Agreement and the Offer). (b) The Company must, and shall procure that Bidco will: (i) comply in all material respect with all applicable laws and regulations applicable to the Offer; and (ii) promptly supply to the Facility Agent: (A) copies of all documents, certificates, notices or announcements sent to the shareholders of Target in relation to the Offer; and (B) any other material information in relation to the Offer. (c) For the purpose of this Agreement Material Condition means the terms and conditions set out in paragraph 1(b) and (c) and 2(a), (b) and (d) of the Exhibit A of the Merger Agreement.

OFFER COVENANTS