Tender Offer Sample Clauses
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Tender Offer. (a) The Borrower will use its best efforts to consummate the Tender Offer with respect to all of the Holding Company Convertible Notes tendered thereunder no later than November 5, 2009 (or such later date to which the Tender Offer may be extended by the Borrower in good faith) (and, upon the consummation thereof, the Borrower shall promptly notify in writing the Administrative Agent of the completion of the Tender Offer Transactions).
(b) As of the Fourth Restatement Effective Date, the Borrower shall deposit the Initial Second Priority Proceeds (less the portion thereof to be used, together with the proceeds of the Tranche B Term Loans and the Tranche B-1 Term Loans, to make the payments provided for in Section 5.01(f)) directly into the Initial Second Priority Debt Proceeds Collateral Account; provided that, at any time after the Fourth Restatement Effective Date, so long as no Default shall have occurred and be continuing, the funds from the Initial Second Priority Debt Proceeds Collateral Account shall be available to be withdrawn at the request of the Borrower to the Administrative Agent solely (but for no other purpose) (i) to purchase the Holding Company Convertible Notes pursuant to the consummation of the Tender Offer and (ii) if any Holding Company Convertible Notes remain outstanding after consummation of the Tender Offer, (A) to repurchase, redeem, defease, retire or acquire for value or pay the principal of any of the remaining Holding Company Convertible Notes or (B) to make payment of cash dividends or distributions to the Holding Company in an amount sufficient to enable the Holding Company to repurchase, redeem, defease, retire, acquire for value or pay the principal of any such Holding Company Convertible Notes (provided that such payments are applied directly to such repurchase, redemption, defeasance, retirement, acquisition for value or payment of principal); provided further that (A) following the expiration of the put rights of the holders of the Holding Company 3.00% Convertible Notes on May 15, 2010 and/or the holders of the Holding Company 4.875% Convertible Notes on January 15, 2011 (but excluding any other put rights thereunder), to the extent that any such holders do not exercise such put rights pursuant to the terms thereof, within 120 days after the expiration of such put rights, the Borrower shall apply the portion of the balance held in the Initial Second Priority Debt Proceeds Collateral Account that it does not require t...
Tender Offer. To the depository agent or other receiving agent in connection with tender or other similar offers for portfolio securities of the Fund; 5)
Tender Offer. (a) The Company shall cause the commencement (as such term is defined in Rule 13e-4(a)(4) under the Exchange Act) of the Tender Offer to purchase 37,037,037 shares of Common Stock, at a price per share equal to $27, net to the seller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07. Subject to the provisions hereof, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if the Offer Conditions shall not have been satisfied, so long as this Agreement shall remain in effect.
(b) On the date of commencement of the Tender Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 with respect to the Tender Offer (the "Tender Offer Statement"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplement.
Tender Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred or be existing, within five business days of the date hereof, Purchaser will commence a tender offer (the "Offer") for all of the outstanding Shares that it currently does not directly or indirectly own at a price of $19.50 per Share in cash, net to the seller, subject to the conditions set forth in Annex A hereto. Subject to the terms and conditions of the Offer, Purchaser will promptly pay for all Shares duly tendered that it is obligated to purchase thereunder. The Company's Board of Directors and a majority of the Company's Independent Directors (as defined in Section 4.2) shall recommend acceptance of the Offer to its stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (as such statement may be amended or supplemented from time to time, the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") upon commencement of the Offer; provided, however, that if the Company's Board of Directors or the Special Committee (the "Special Committee") composed of the Company's Independent Directors determines that its fiduciary duties require it to amend or withdraw its recommendation, such amendment or withdrawal shall not constitute a breach of this Agreement. Purchaser will not, without the prior written consent of the Company and the Special Committee, decrease the price per Share or change the form of 2 consideration payable in the Offer, decrease the number of Shares sought or change the conditions to the Offer. Purchaser shall not terminate or withdraw the Offer or extend the expiration date of the Offer unless at the expiration date of the Offer the conditions to the Offer set forth on Annex A hereto shall not have been satisfied or waived.
(b) Purchaser agrees, as to the Offer to Purchase and related Letter of Transmittal (which together, as either of them may be amended or supplemented from time to time, constitute the "Offer Documents"), and the Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the requirements of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and other applicable laws. The Company and its counsel, as to the Offer Documents, and Purchaser and its counsel, as to the Schedule 14D-9, shal...
Tender Offer. The Tender Offer shall have expired and the Company shall have purchased Shares in the Tender Offer in accordance with the terms thereof.
Tender Offer. Applicable. Delisting: In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Tender Offer. A tender offer or exchange offer is made whereby the effect of such offer is to take over and control the Company, and such offer is consummated for the equity securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding voting securities;
Tender Offer. Each Participant (or, if applicable, his Beneficiary) shall have the right to direct the Trustee as to whether the shares of Stock which are allocated to his Company Contributions Account are to be tendered pursuant to any tender offer made for the Stock of the Holding Company. The Trustee shall as soon as practical (and in no event later than five (5) calendar days) after its receipt of the tender offer documents shall cause to be prepared and delivered to each Participant (and, if applicable, his Beneficiary) who has a Company Contributions Account as of the date of the tender offer a copy of all relevant information as to the tender offer and a written election form which will direct the Trustee as to whether it should tender the shares of Stock held in such Participant's Company Contributions Account. The shares of Stock for which no direction is received by the Participant (or, if applicable, his Beneficiary) or held by the Trustee in any unallocated account shall be tendered in proportion to the tendering directions received by the Trustee with respect to the allocated shares of Stock. The Trustee shall take steps to keep a Participant's decision whether or not to tender shares of Stock confidential and shall not provide the information to the Companies.
Tender Offer. A tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding.
Tender Offer. A tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. Notwithstanding anything in this Agreement to the contrary, in no event shall the reorganization of the Bank from the mutual holding company form of organization to the full stock holding company form of organization (including the elimination of the mutual holding company) constitute a “Change in Control” for purposes of this Agreement.