TERMS OF THE PROPOSAL Clause Samples

POPULAR SAMPLE Copied 1 times
TERMS OF THE PROPOSAL. If the Proposal is approved and implemented:
View SourceView Similar (4)
TERMS OF THE PROPOSAL. The Scheme The Cancellation Price will not be increased, and the Offeror does not reserve the right to do so. The Option Offer Option exercise price Number of outstanding Options as at the Announcement Date Option exercise price Number of outstanding Options as at the Announcement Date
View SourceView Similar (3)
TERMS OF THE PROPOSAL. The Proposal will be implemented by way of the Scheme and the Option Offer. The Scheme will provide that, if it becomes effective, the Scheme Shares will be cancelled and extinguished in exchange for the Cancellation Price of HK$3.50 in cash for every Scheme Share. Upon the Scheme becoming effective, 242,657,399 Shares in issue, representing approximately 43.87% of the issued share capital of the Company, will be cancelled and extinguished, and the same number of new Shares as is equal to the number of Scheme Shares cancelled and extinguished will be issued at par, credited as fully paid, to the Offeror. The Cancellation Price represents: • a premium of approximately 16.28% over the closing price of HK$3.01 per Share as quoted on the Stock Exchange on the Last Trading Day; • a premium of approximately 31.43% over the average closing price of approximately HK$2.66 per Share based on the daily closing prices as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day; • a premium of approximately 42.45% over the average closing price of approximately HK$2.46 per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day; • a premium of approximately 46.10% over the average closing price of approximately HK$2.40 per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day; • a premium of approximately 47.92% over the average closing price of approximately HK$2.37 per Share based on the daily closing prices as quoted on the Stock Exchange for the 90 trading days up to and including the Last Trading Day; • a premium of approximately 55.65% over the average closing price of approximately HK$2.25 per Share based on the daily closing prices as quoted on the Stock Exchange for the 120 trading days up to and including the Last Trading Day; • a premium of approximately 56.68% over the average closing price of approximately HK$2.23 per Share based on the daily closing prices as quoted on the Stock Exchange for the 180 trading days up to and including the Last Trading Day; • a premium of approximately 120.57% over the audited consolidated net asset value per Share of approximately RMB1.41 (based on RMB to HK$ exchange rate of RMB0.8869 to HK$1, being the exchange rate as quoted by the People’s Bank of China on the Last Trading Day) as at 31 December 2018; and • a premium of app...
View SourceView Similar (3)
TERMS OF THE PROPOSAL. The Board will, subject to the satisfaction of the Pre-Condition, put forward the Proposal. Upon the fulfilment of the Conditions and the Scheme becoming effective, all Scheme Shares will be cancelled and:
View SourceView Similar (2)
TERMS OF THE PROPOSAL. Cancellation Consideration
View SourceView Similar (2)
TERMS OF THE PROPOSAL. Under the Scheme, the Scheme Shareholders will receive from the Joint Offerors the Cancellation Price of HK$[•••] in cash for each Scheme Share as consideration for the cancellation of the Scheme Shares held as at the Effective Date. The Cancellation Price of HK$[•••] per Scheme Share represents: • a premium of approximately [•••]% over the closing price of HK$[61.340] per Share as quoted on [11] June 2019, being the last trading day of the Shares prior to the publication of this Announcement; • a premium of approximately [*]% over the closing price of HK$[1.210] per Share as quoted on the Stock Exchange on the Stock Exchange on the Last Trading Day; > • a premium of approximately [•••]% over the average closing price of approximately HK$[61.096] per Share based on the daily closing prices as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day; • a premium of approximately [•••]% over the average closing price of approximately HK$[61.015] per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day; • a premium of approximately [•••]% over the average closing price of approximately HK$[61.017] per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day; • a premium of approximately [•••]% over the average closing price of approximately HK$[61.023 per Share based on the daily closing prices as quoted on the Stock Exchange for the 90 trading days up to and including the Last Trading Day; • a premium of approximately [•••]% over the average closing price of approximately HK$[61.031] per Share based on the daily closing prices as quoted on the Stock Exchange for the 120 trading days up to and including the Last Trading Day; • a premium of approximately [•••]% over the average closing price of approximately HK$[61.053] per Share based on the daily closing prices as quoted on the Stock Exchange for the 180 trading days up to and including the Last Trading Day; and • a premium of approximately [•••]% over the audited equity attributable to owners of the Company per Share in the Company of approximately RMB[1.136] (equivalent to approximately HK$[1.293] as at 31 December 2018, based on 6the 1,026,263,729 Shares in issue as at the Announcement Date]. The Proposal and the Scheme will be conditional upon the fulfillment or waiver, as applicable, of all the Conditions ...
View Source

Related to TERMS OF THE PROPOSAL

  • Acquisition Proposal “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.

  • Superior Proposal (a) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28, 1997, if Assignor receives a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions. (b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice"). (c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property. (d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).

  • Alternative Proposals Prior to the Effective Date, the Company agrees (a) that neither it nor any of its Subsidiaries shall, and it and they shall direct and use its and their best efforts to cause its and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 shall prohibit the Board of Directors of the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written 37 43 notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (C) the Company keeps Parent promptly informed of the status and all material terms and conditions of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation of the Company under this Agreement.

  • Superior Proposals Notwithstanding anything to the contrary set forth in Section 6.3(b), from the date hereof until the Offer Acceptance Time, solely in response to a bona fide written Acquisition Proposal that did not result from a breach of the obligations set forth in Section 6.3(b), (i) the Company may, directly or indirectly, through one or more of their Representatives (including the Advisor), contact the Person or group of Persons making such Acquisition Proposal solely to clarify any ambiguous terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or would reasonably be expected to constitute, a Superior Proposal, and (ii) the Company may, upon a good faith determination by the Company Board (after consultation with its financial advisor and outside legal counsel) that the failure to do so would be or would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company such Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person); provided, that, prior to taking any action described in this Section 6.3(c)(ii), the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to lead to a Superior Proposal; provided, however, that (x) the Company will substantially concurrently provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access in connection with the actions permitted by this Section 6.3(c)(ii) that was not previously made available to Parent and (y) the Company Group shall not provide (and shall not permit any of their respective Representatives to provide) any competitively sensitive non-public information to any Person who is or whose Affiliates are a competitor of the Company Group in connection with the actions permitted by this Section 6.3(c)(ii), except in accordance with customary “clean room” or other similar procedures designed to manage the disclosure of competitively sensitive information.

  • Cost Proposal After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.