REASONS FOR THE OFFER Sample Clauses

REASONS FOR THE OFFER. AND ESTIMATED NET PROCEEDS Reasons for the offer: [As set out in “Use of Proceeds” in the Programme Memorandum dated 16 September 2022]/[ ] (See “Use of Proceeds” wording in the Programme Memorandum – if the reasons for the offer are different from what is disclosed in the Programme Memorandum, give details here, including, as the case may be, details of Eligibility Models, Eligibility Criteria and Use of Proceeds Report (including the website location of the Use of Proceeds Report and details of compliance monitoring)) Estimated net proceeds: [ ]
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REASONS FOR THE OFFER. Reasons for the offer: [ ] (See “Use of Proceeds” wording in the Prospectus – if the reasons for the offer are different from making profit and/or hedging certain risks will need to include those reasons here)
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REASONS FOR THE OFFER. ESTIMATED NET PROCEEDS AND TOTAL EXPENSES [(i)] Reasons for the offer: [As set out in “Use of Proceeds” in the Prospectus dated 15 September 2023]/[ ] (See “Use of Proceeds” wording in the Prospectus – if the reasons for the offer are different from what is disclosed in the Prospectus, give details here, including, as the case may be, details of Eligible Models, Eligibility Criteria and Use of Proceeds Report (including the website location of the Use of Proceeds Report and details of compliance monitoring)) [(ii)] Estimated net proceeds: [ ] (If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds are insufficient to fund all proposed uses state amount and sources of other funding) [(iii)] Estimated total expenses: [ ] (Include breakdown of expenses (e.g. legal fees))
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REASONS FOR THE OFFER. ESTIMATED NET PROCEEDS AND TOTAL EXPENSES [(i)] Reasons for the offer: [ ] (See “Use of Proceeds” wording in the Prospectus – if the reasons for the offer are different from what is disclosed in the Prospectus, give details here, including, as the case may be, details of Eligibility Models, Eligibility Criteria and Use of Proceeds Report (including the website location of the Use of Proceeds Report and details of compliance monitoring)) [(ii)] Estimated net proceeds: [ ] (If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds are insufficient to fund all proposed uses state amount and sources of other funding) [(iii)] Estimated total expenses: [ ] (Include breakdown of expenses (e.g. legal fees))
Sample 1
REASONS FOR THE OFFER. AND ESTIMATED NET PROCEEDS Reasons for the offer: [As set out in “Use of Proceeds” in the Prospectus dated 15 September 2023]/[ ] (See “Use of Proceeds” wording in the Prospectus – if the reasons for the offer are different from what is disclosed in the Prospectus, give details here, including, as the case may be, details of Eligible Models, Eligibility Criteria and Use of Proceeds Report (including the website location of the Use of Proceeds Report and details of compliance monitoring)) Estimated net proceeds: [ ]
Sample 1
REASONS FOR THE OFFER. Wireless is a media group operating in the UK and Ireland primarily focused on radio broadcasting. The business has valuable media brands that include talkSPORT, the leading sports radio network in the UK, and a wider portfolio of media assets with a significant presence and audience engagement, both digitally and internationally. • News Corp believes that Wireless represents an excellent strategic fit with its existing operations, broadening News Corp’s range of services in the UK, Ireland and internationally. • talkSPORT has radio and digital audio broadcasting rights for the Premier League, the FA Cup and the EFL Cup. It also has the global live audio rights to the Premier League in multiple languages (outside the EEA) to 2019. • Wireless' audience complements the audience of The Sun, and there is significant opportunity to increase engagement and monetisation through cross-promotion and leveraging Wireless' and News Corp's respective talent and advertising sales forces. The acquisition also raises the prospect of further international digital expansion for the Wireless brands. • The UK and Ireland are key markets for News Corp. In the past few years News Corp has acquired Storyful in Ireland and Unruly in the UK. Those companies continue to operate as standalone businesses and they are adding value to the wider News group’s global assets. The proposed acquisition of Wireless follows this trend. • News Corp, which is evolving rapidly into a more digital and increasingly global company with a diverse revenue mix, has a proven track record of investing in content that drives audiences and in businesses that complement its existing brands and platforms. • News Corp has been impressed by the skills and experience of the existing management and employees of Wireless, and expects them to play a leading role in growing the Wireless business in an increasingly competitive digital media environment as part of the wider News group. The recommendation and structure of the Offer • The Wireless Directors, who have been so advised by Numis, consider the financial terms of the Offer to be fair and reasonable. In providing advice to the Wireless Directors, Numis has taken into account the commercial assessments of the Wireless Directors. Numis is providing financial advice to the Wireless Directors for the purposes of Rule 3 of the Takeover Code. • Accordingly, the Wireless Directors intend unanimously to recommend that Wireless Shareholders accept the Offer, as the Wi...
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REASONS FOR THE OFFER. Reasons for the offer [See “Use of Proceeds” in the Base Prospectus/Give details – The net proceeds of the issue of the Notes will be allocated or reallocated from time to time by the Issuer [or one of its subsidiaries] to the financing and/or refinancing, in whole or in part, of [give details] [as further described in the Issuer’s framework relating to [green/social/environmental/sustainable/[ ]] projects or assets (the [Sustainable Activities] Framework), available at: [https://xxx.xxxxxx-xxxxxx.xxx/[ ]]. Pending the allocation or reallocation, as the case may be, of the net proceeds of the Notes to [give details], the Issuer [or one of its subsidiaries] will invest the balance of the net proceeds, at its own discretion, in [give details]. [The Issuer will monitor the use of the net proceeds of the Notes via its internal information systems.][Payment of principal and interest in respect of the Notes will be made from general funds of the Issuer and will not be directly or indirectly linked to the performance of [give details].] [As per the [Sustainable Activities] Framework, a second party opinion has been obtained from [give details]. Such opinion is available on the Issuer’s website at: https://xxx.xxxxxx-xxxxxx.xxx/[ ]]. The information on the websites referred to above do not (and shall not be deemed to) form part of (and are not incorporated into) these Final Terms or the Base Prospectus.] Estimated net proceeds [ ]
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Related to REASONS FOR THE OFFER

  • Payment for the Offered Shares (i) Payment for the Offered Shares shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company.

  • Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties (a) The Owner Trustee will (i) in accordance with its obligations pursuant to Section 3.2 of the Sale and Servicing Agreement, provide prompt written notice upon the discovery of any breach of the Seller’s representations and warranties, (ii) no later than five (5) Business Days after the end of each calendar quarter, provide to the Servicer, GM Financial and the Seller, a notice in substantially the form of Exhibit C, or any other form agreed upon between the Owner Trustee and the Seller, which shall be deemed acceptable to the Seller unless the Seller notifies the Owner Trustee within five (5) Business Days of its receipt thereof, with respect to any requests (in writing or orally) for the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement received by a Responsible Officer of the Owner Trustee during the immediately preceding calendar quarter (or, in the case of the initial notice, since the Closing Date) and (iii) promptly upon reasonable written request by the Servicer, GM Financial or the Seller, provide to them any other information reasonably requested in good faith that is in actual possession of the Owner Trustee and necessary to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB.

  • Correctness of Representations The Company represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects, and, unless the Company otherwise notifies the Subscribers prior to the Closing Date, shall be true and correct in all material respects as of the Closing Date.

  • Representations and Warranties of the Company Regarding the Offering (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows:

  • REPRESENTATIONS AND WARRANTIES OF ANNUAL CONFERENCE The Annual Conference represents and warrants to the Local Church as of the date hereof and the Disaffiliation Date as follows:

  • Correctness of Representations and Warranties The representations and warranties made by Purchaser in this Agreement to be made on or prior to the Agreement Date or Closing Date, as applicable, are true and correct in all material respects as of the date thereof.

  • REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:

  • Sale, Purchase, Delivery and Payment for the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Disclaimers of Representations and Warranties The express representations and warranties of Seller contained in this Agreement are exclusive and are in lieu of all other representations and warranties, express, implied or statutory. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER IN THIS AGREEMENT AND THE ASSIGNMENT (INCLUDING SECTION 2.01 THEREOF), BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (A) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS, (B) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO BUYER BY OR ON BEHALF OF SELLER AND (C) THE ENVIRONMENTAL CONDITION OF THE ASSETS. EXCEPT FOR THE EXPRESS WARRANTIES OF SELLER IN THIS AGREEMENT AND THE ASSIGNMENT, SELLER EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS (I) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (II) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (III) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (IV) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (V) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (VI) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW AND (VII) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF BUYER AND SELLER THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT AND THE ASSIGNMENT, THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS SHALL BE CONVEYED TO BUYER, AND BUYER SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND BUYER REPRESENTS TO SELLER THAT BUYER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS BUYER DEEMS APPROPRIATE. SELLER AND BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

  • Representations True Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.

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