Qualifying Takeover Event Clause Samples
A Qualifying Takeover Event clause defines the specific circumstances under which a takeover or acquisition of a company is recognized as meeting certain contractual criteria. Typically, this clause outlines the thresholds or conditions—such as a minimum percentage of shares acquired or a change in control—that must be met for the event to trigger particular rights or obligations under the agreement. For example, it may specify that only takeovers resulting in more than 50% ownership transfer qualify. The core function of this clause is to provide clarity and certainty about when contractual provisions related to takeovers become operative, thereby protecting the interests of the parties involved and preventing disputes over ambiguous or partial changes in ownership.
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Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer shall give notice thereof to the Holders of the Notes by means of a Takeover Event Notice.
(b) If the Takeover Event is a Qualifying Takeover Event, the Notes shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.”
(c) The New Floor Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price) (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references to “Ordinary Shares” shall be read as references to “Approved Entity Shares”), and the Issuer shall publish a notice to Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes of the New Floor Price and of any such modifications and amendments thereafter.
(d) In the case of a Qualifying Takeover Event:
(i) the Issuer shall, to the extent permitted by Applicable Law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include supplemental indentures to this Indenture and amendments and modifications to the terms of the Notes and this Indenture) as may be required to ensure that, with effect from the QTE Effective Date, the Notes shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified), at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and
(ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion...
Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice.
Qualifying Takeover Event. If a Qualifying Takeover Event shall occur, the Tier 1 BCNs shall, where the Conversion Date falls on or after the New Conversion Condition Effective Date, be converted into Approved Entity Shares of the Approved Entity, mutatis mutandis as provided in accordance with this Condition 7, at a Conversion Price that shall be the New Conversion Price.