Open Offer Sample Clauses

An Open Offer clause defines a standing proposal by one party to enter into a contract on specified terms, which remains available for acceptance by the other party for a set period or until withdrawn. In practice, this means the offering party cannot revoke the offer during the stated timeframe, and the accepting party can choose to accept at any point within that window. The core function of this clause is to provide certainty and flexibility in negotiations, ensuring that the offeree has a guaranteed opportunity to accept the offer without fear of it being withdrawn prematurely.
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Open Offer. Pursuant to the Restructuring Agreement, the Company will propose the Open Offer on the basis of one (1) Offer Share for every two (2) Consolidated Shares held by the Qualifying Shareholders on the Open Offer Record Date. A total of 63,895,277 Offer Shares will be issued and allotted by the Company at the Issue Price of HK$0.16 per Offer Shares and the funds to be raised before expenses via the issuance of the Offer Shares will be approximately HK$10.22 million. The 63,895,277 Offer Shares represents approximately (i) 1.25% of the existing issued share capital of the Company; and (ii) 5.22% of the issued share capital of the Company upon completion of the Capital Reorganisation as enlarged by the issuance and allotment of the Subscription Shares and the Offer Shares. Pursuant to the Restructuring Agreement, the Investor undertakes to ensure compliance with the minimum public float requirement of Rule 8.08 of the Listing Rules. As at the date of this announcement, the Investor intends to engage independent placing agent(s) to place down such number of Subscription Shares as may be required to restore the public float to placee(s) who and whose ultimate beneficial owner(s) will be third parties independent of the Investor and parties acting in concert with it, subject to the terms and conditions of such placing agreement(s) to be entered into between the Investor and the placing agent(s). Pursuant to Rule 7.27B of the Listing Rules, a listed issuer may not undertake a rights issue, open offer or specific mandate placings that would result in a theoretical dilution effect of 25% or more, unless the Stock Exchange is satisfied that there are exceptional circumstances. The Subscription, Open Offer and issuance of Conversion Shares upon conversion in full of all the Convertible Bonds will result in a theoretical dilution effect of 87.84%, which is over the 25% threshold as specified under Rule 7.27B of the Listing Rules. The Company considers there are exceptional circumstances for the Company. The Subscription, the Open Offer and the specific mandate for the issuance and allotment of the Subscription Shares, the Offer Shares and the Conversion Shares will be subject to approval by the Independent Shareholders at the SGM by way of poll. As at the date of this announcement, since the Company has no controlling shareholder (as ascribed in the Listing Rules), the Directors (other than the independent non-executive Directors), the chief executive of the Company and ...
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Open Offer. If you wish to participate in the Open Offer, you should complete, sign and return the enclosed Application Form, together with a pounds sterling cheque or banker's draft for the full amount payable on application. The cheque or banker's draft must be drawn on a United Kingdom branch of a qualifying bank or building society, as further described in Part II of this document under the heading "Procedure for application and payment". The Application Form should be completed, signed and returned to the offices of the Company's registrars, Lloyds TSB Registrars, Antholin House, 71 Queen Street, London EC4N 1SL (by hand only during ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇) ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ctions printed on it so as to arrive no later than 3.00 p.m. on 23 May 2003. Application Forms received after that time will not be valid. A reply-paid envelope is enclosed for your convenience. SHAREHOLDERS SHOULD BE AWARE THAT THE OPEN OFFER IS NOT A RIGHTS ISSUE. ENTITLEMENTS TO NEW ORDINARY SHARES WILL NEITHER BE TRADEABLE NOR SOLD IN THE MARKET FOR THE BENEFIT OF QUALIFYING SHAREHOLDERS WHO DO NOT APPLY FOR THEM IN THE OPEN OFFER. INSTEAD, ANY NEW ORDINARY SHARES SUBJECT TO THE CONDITIONAL PLACING WHICH ARE NOT TAKEN UP BY QUALIFYING SHAREHOLDERS WILL BE ISSUED AT THE OFFER PRICE TO PLACEES (TO THE EXTENT PROCURED) OR, FAILING WHICH, TO CAZENOVE IN ACCORDANCE WITH ITS OBLIGATIONS UNDER THE PLACING AND OPEN OFFER AGREEMENT, WITH THE PROCEEDS RETAINED FOR THE BENEFIT OF THE COMPANY. ALTHOUGH MOST SHAREHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION IN THEIR SHAREHOLDINGS FOLLOWING THE FIRM PLACING, SHAREHOLDERS WHO DO NOT PARTICIPATE IN THE OPEN OFFER WILL EXPERIENCE FURTHER SIGNIFICANT DILUTION IN THEIR SHAREHOLDINGS. BEFORE MAKING ANY DECISION TO ACQUIRE ORDINARY SHARES, YOU ARE ASKED TO READ AND CAREFULLY CONSIDER ALL THE INFORMATION CONTAINED IN THIS DOCUMENT, INCLUDING IN PARTICULAR THE IMPORTANT INFORMATION SET OUT IN PARAGRAPH 1 OF THIS LETTER AND THE RISK FACTORS SET OUT IN PART IV OF THIS DOCUMENT.
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Open Offer. The Sponsor shall not have given notice pursuant to the Sponsor's and Open Offer Agreement to terminate the same.
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Open Offer. Pursuant to the Restructuring Agreement, the Company will propose the Open Offer on the basis of one (1) Offer Shares for every two (2) Consolidated Shares held by the Qualifying Shareholders on the Open Offer Record Date. As at the date of this announcement, the issued share capital of the Company comprises 5,111,622,235 Existing Shares. Assuming there is no change in the issued share capital of the Company from the date of this announcement up to the Open Offer Record Date, a total of 63,895,277 Offer Shares, representing approximately 5.22% of the enlarged issued share capital of the Company upon completion of the Capital Reorganisation, the Subscription and the Open Offer, will be issued and allotted by the Company to the Qualifying Shareholders at the Issue Price of HK$0.16 per Offer Share. The proposed terms of the Open Offer are summarised as follows:– (1) Offer Share for every two (2) Consolidated Shares Number of Shares in issue as at the date of this announcement : 5,111,622,235 Existing Shares Number of Consolidated Shares expected to be in issue as at the Open Offer Record Date : 127,790,555 Consolidated Shares Number of Offer Shares : 63,895,277 Offer Shares Issue Price : HK$0.16 per Offer Share Funds to be raised before expenses : Approximately HK$10,223,244 The completion of the Subscription, the Open Offer and the Placing shall take place simultaneously upon Completion. As at the date of this announcement, other than the 495,800,000 outstanding share options and the Existing Convertible Bonds (being part of the debts to be compromised under the Debt Restructuring) entitling the holders thereof to subscribe for or convert into 495,800,000 Existing Shares and 920,721,000 Existing Shares respectively (equivalent to 12,395,000 Consolidated Shares and 23,018,025 Consolidated Shares upon the Capital Reorganisation becoming effective), the Company does not have any other outstanding options, warrants or securities in issue which are convertible or exchangeable into the Shares. The Company intends to cancel the outstanding share options. As at the date of this announcement, the Provisional Liquidators are in the course of negotiation with the option holders in respect of the cancellation of the outstanding share options as allowed in the share option scheme adopted by the Company on 7 June 2018. Upon implementation of the Debt Restructuring, all Existing Convertible Bonds shall be cancelled. Fractions of the Offer Shares will not be allotted to the...
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Open Offer. 15.1 On or after the Effective Date, but prior to the listing of PEFRL Shares, Indigold and/or its Affiliates may make an Open Offer to the public shareholders of PEFRL to acquire from such public shareholders up to 26% of the issued post Demerger and paid up equity share capital of PEFRL based on the price per share of Rs. 175 (One Hundred and Seventy Five). 15.2 The Open Offer if made shall be effected in the following manner: 15.2.1 Indigold shall send an offer letter (along with relevant details) (the “Offer Letter”) to the equity shareholders of the Resulting Company as on the Record Date in terms of which Indigold and/ or its Affiliates (the “Acquirer”) shall make an offer to the shareholders of the Resulting Company, to purchase up to 26% of the post Demerger total issued and paid up share capital of the Resulting Company) at Rs. 175 (Rupees One Hundred and Seventy Five only) per share (the “Offer Price”). 15.2.2 Following the receipt of such Offer Letter, and within the time prescribed therein, the equity shareholders may tender their equity shares to the Acquirer. 15.2.3 The detailed procedure and the manner in which the equity shares shall be purchased from the public shareholders by the Acquirer shall be prescribed in the guidelines issued to the equity shareholders along with the Offer Letter. 15.2.4 The number of equity shares of the Resulting Company accepted by the Acquirer in terms of the Open Offer shall not exceed such number of fully paid up equity shares which represent 26% of the subscribed and paid-up equity share capital of the Resulting Company after issuance of shares under the Demerger pursuant to the Scheme. It is hereby clarified that if the equity shares tendered exceeds 26% of the post Demerger total issued and paid up share capital of the Resulting Company, then the Acquirer shall be entitled to accept the equity shares on a proportionate basis taking care to ensure that the basis of acceptance is decided on a fair and equitable manner. The decision of the board of directors (or a committee thereof) of Indigold in this behalf shall be final and binding. 15.2.5 The promoters of the Demerged Company shall not be entitled to participate in the Open Offer. 15.2.6 The acquisition of the shares of the Resulting Company would be exempt under Regulations 10(1)(d)(ii) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 from the application of Regulations 3 and 4 of the said...
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Open Offer. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The information included in such prospectus that was omitted from the registration statement at the time it became effective but that is deemed to be part of the registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A Information." The Company has prepared three prospectuses in connection with the International Offer:
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Open Offer. Subject to the fulfilment of the conditions set out in clause 2.1: (a) the Company will offer the Offer Shares to the Eligible Shareholders at the Issue Price on the terms and bearing such rights as set out in the Open Offer Documents to be posted to the Eligible Shareholders on the Prospectus Issue Date, on the basis that payment for each Offer Share shall be made in full on application not later than 4:00 p.m. on the Final Acceptance Date; (b) the Company will on the Prospectus Issue Date post the Non-Eligible Letter to the Non-Eligible Shareholders each accompanied with a copy of the Prospectus stamped “For Information Only” in accordance with Section 155C of the CWMO; (c) the Company will allot and issue the Offer Shares upon the terms and subject to the conditions set out in the memorandum of association and articles of association of the Company and in accordance with the Open Offer Documents; and (d) the Company shall ensure that all applications pursuant to Excess Application Forms are properly processed and dealt with in accordance with the terms of the Prospectus and the Excess Application Forms and the Company undertakes that the allocation of such Offer Shares (if any) as are available to satisfy such applications shall be made at the discretion of the Directors, but on a fair and reasonable basis as far as practicable.
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Open Offer. The closing of the transaction herein (the "Closing") shall occur on or before 90 days from the date the last party to the Agreement has signed below.
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Open Offer. The Company shall propose the Open Offer on the basis of one (1) Offer Shares for every two (2) Consolidated Shares held by the Qualifying Shareholders on the Open Offer Record Date. As at the date of this announcement, the issued share capital of the Company comprises 5,111,622,235 Existing Shares. Assuming there is no change in the issued share capital of the Company from the date of this announcement up to the Open Offer Record Date, a total of 63,895,277 Offer Shares, representing approximately 33.33% of the enlarged issued share capital of the Company upon completion of the Capital Reorganisation and the Open Offer, shall be issued and allotted by the Company to the Qualifying Shareholders. Pursuant to the Restructuring Agreement, the Investor undertakes to ensure compliance with the minimum public float requirement of Rule 8.08 of the Listing Rules by way of placing down of the Subscription Shares to independent third parties. The completion of the Subscription, the Open Offer and the placing down of the Subscription Shares for the fulfilment of minimum public float requirement (if any) shall take place simultaneously upon Completion. Completion is conditional on each of the following conditions precedent being satisfied (or waived by the Company, the Provisional Liquidators and the Investor in writing) on or before the Long Stop Date:–
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Related to Open Offer

  • Participation in Underwritten Offerings No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article II.

  • Underwritten Offering Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

  • Underwritten Offerings If the Company at any time proposes to register any of its securities under the Securities Act, as contemplated by Section 8 hereof, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Option Securities as provided in Section 8.1 and subject to the provisions of this Section 8.4, arrange for such underwriters to include all of the Option Securities to be offered and sold by such holder among the securities to be distributed by such underwriters. In the event that the managing underwriter of any underwritten offering informs the Company and the Holder or Holders of Option Securities requesting the inclusion of their securities in such offering in writing of its belief that the number of securities requested to be sold in such offering exceeds the number which can be sold in such offering, then the Company will include in such offering only securities proposed to be sold by Company for its own account and decrease the number of Option Securities so proposed to be sold and requested to be included in such offering (pro rata on the basis of the percentage of the securities, by number of shares, of the Company requested to be included in the offering by the Holder or Holders of such Option Securities and all other holders of the Company's securities proposing to include shares in such offering) to the extent necessary to reduce the number of securities to be included in such offering to the level recommended by the managing underwriter. The holder or holders of Option Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or appropriate customary agreements, shall execute appropriate powers of attorney, and may at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holder or Holders of Option Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder or Holders of Option Securities. Any such Holder of Option Securities shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representatives, warranties and agreements regarding such Holder, such Holder's Option Securities and such holder's intended method of distribution and any other representation required by law.

  • Piggyback Underwritten Offerings In the case of a registration pursuant to Section 2.2 which involves an underwritten offering, the Company shall enter into an underwriting agreement in connection therewith and all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.

  • Requested Underwritten Offerings If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.