OFFERING TO BUY MY SECURITIES Sample Clauses

OFFERING TO BUY MY SECURITIES. The offer to purchase any and all of the outstanding shares of common stock of Brookdale for $15.25 per share in cash is being made by Fortress Brookdale Acquisition LLC, a Delaware limited liability company, which was formed in April 2000 by Fortress Registered Investment Trust to acquire 4,004,350 shares of Brookdale common stock in a privately negotiated transaction. We are currently 59.3% owned by Fortress and 40.7% owned by Health Partners, an affiliate of Capital Z Partners, Ltd. Health Partners owns a $100 million principal amount convertible note issued by Brookdale which is convertible into 5,479,452 shares of Brookdale common stock and acquired its membership interests in our company in exchange for its agreement to contribute this convertible note to us. Fortress Registered Investment Trust is a Delaware business trust whose business is to make private equity investments in residential and commercial real estate-related assets. Health Partners is a Bermuda exempted partnership and an investment vehicle sponsored by Capital Z Partners, Ltd. Weslxx X. Xxxxx, Xxllxxx X. Xxxxxxx, Xxul X. Xxxxxx xxx Mark X. Xxxxx, xxo are members of our operating committee, currently serve as directors of Brookdale. See "THE TENDER OFFER -- Section 8. Certain Information Concerning Fortress, Purchaser and Acquisition Sub." WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER? We are seeking to purchase any and all of Brookdale's outstanding common stock. See "INTRODUCTION." HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT? We are offering to pay $15.25 per share, net to you in cash, less any amounts required by law to be withheld and paid to governmental entities. If you are the record owner of your shares and you tender your shares to us in the offer, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker or other nominee, and your broker tenders your shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See "INTRODUCTION" and "THE TENDER OFFER -- Section 3. Procedures for Tendering Shares." DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT? Fortress, which through its parent, Fortress Investment Fund LLC, has access to over $700 million in committed uninvested equity capital, has committed to provide us with sufficient cash to purchase all shares validly tendered and not prope...
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OFFERING TO BUY MY SECURITIES. The offer to purchase all the outstanding shares of common stock of Minolta-QMS, Inc. is being made by Minolta Investments Company, a Delaware corporation and a wholly-owned subsidiary of Minolta Co., Ltd. As of the date hereof, Minolta Investments Company owns 7,570,000 shares of Minolta-QMS, Inc. common stock, which represents approximately 57.1% of the outstanding common stock of Minolta-QMS, Inc. as of July 28, 2000. See "THE TENDER OFFER--Section 9. Certain Information Concerning Parent and Purchaser." Established in 1928, Minolta Co., Ltd. is a leading manufacturer of photocopiers, printers, and other image information products; conventional cameras, digital cameras, and other optical products; radiometric instruments; and planetariums. Minolta Co., Ltd.'s manufacturing network includes facilities and subsidiaries in Japan, the United States, France, Malaysia, China, and Brazil. Its products are marketed throughout the world via an extensive network of subsidiaries, affiliates and distributors. Minolta Investments Company was incorporated in June, 1999 under the laws of the State of Delaware for the purpose of acquiring an equity interest in Minolta-QMS, Inc. Minolta Investments Company has not, and is not expected to, engage in any business other than in connection with its organization, its current ownership of Minolta-QMS, Inc. common stock, the Offer, the Merger and the related financing and its ownership of certain real estate leased to Minolta-QMS, Inc. WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER? We are seeking to purchase all of Minolta-QMS, Inc.'s outstanding common stock not already owned by Minolta Investments Company. See "INTRODUCTION". HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT? We are offering to pay $6.00 per share, net to you in cash, without interest. If you are the record owner of your shares and you tender your shares to us in the Offer, you will not have to pay brokerage fees or similar expenses to the Information Agent or the Depositary. If you own your shares through a broker or other nominee, and your broker tenders your shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See "INTRODUCTION" and "THE TENDER OFFER--Section 3. Procedures for Tendering Shares." DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT? Minolta Co., Ltd., the parent company of Minolta Investments...
Sample 1

Related to OFFERING TO BUY MY SECURITIES

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Purchase and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • The Rights Offering Following the First Closing, the Company will commence a rights offering providing holders of record of the Common Stock on the day prior to the First Closing Date with the right to invest in Common Stock at the same price per share paid by the Purchasers and the Anchor Investors (the “Rights Offering” and together with the Equity Investment, the TARP Exchange and the Exchange Offers, the “Recapitalization”). The rights will be non-transferable and will provide for the purchase of a maximum of $20,000,000 worth of Common Stock by such existing stockholders.

  • Reorganization Securities If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of both the Senior Obligations and the Second Priority Debt Obligations, then, to the extent the debt obligations distributed on account of the Senior Obligations and on account of the Second Priority Debt Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

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