Firm Offer Announcement definition

Firm Offer Announcement means the announcement to be made by the Parties, subject to the terms and conditions of this Agreement, of a firm intention to proceed with the Firm Offer made in accordance with Rule 2.5 of the UK Takeover Code.
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Examples of Firm Offer Announcement in a sentence

  • The National Express Firm Offer Announcement stated that the Stagecoach Directors intend to unanimously recommend that Stagecoach Shareholders vote in favour of the National Express Offer at the relevant shareholder meetings.

  • If and when the Offer is made, the Offer Document setting out the terms and conditions of the Offer and enclosing the relevant form(s) of acceptance of the Offer will be despatched to Shareholders not earlier than 14 days and not later than 21 days from the date of the Firm Offer Announcement, or such other date permitted by the SIC, provided that there may be restrictions on sending the Offer Document to any overseas jurisdictions as disclosed in paragraph 16 below.

  • If, after the date of the Firm Offer Announcement but prior to the Effective Date, any dividend or other distribution is declared, paid or made or payable by Plethora (a “ relevant distribution”), Regent Pacific reserves the right (without prejudice to any right of Regent Pacific), with the consent of the Panel, to invoke Condition 3(g)(ii) above) to reduce the Exchange Ratio to reflect the aggregate amount of such dividend or distribution.

  • If and when the Offer is made, the Offer Document setting out the full terms and conditions of the Offer and enclosing the appropriate form(s) of acceptance of the Offer will be despatched to the Shareholders not earlier than 14 days and not later than 21 days from the date of the Firm Offer Announcement, or such other date permitted by the SIC.

  • In response to the Firm Offer Announcement, Good Energy released an announcement on 22 July 2021 noting the Firm Offer Announcement and reiterating its rejection of the offer (the “Response Announcement”).

  • Subject to the preceding provisions of this Article XIII and subject to the Financial Advisor confirming that it is prepared to deliver a Cash Confirmation Statement, subject to the Company entering into the Debt Commitment Letter relating to the Debt Financing in accordance with Section 12.1(f), the Parties, shall promptly procure the release of the Firm Offer Announcement to a Regulatory Information Service at such time and on such date as may be agreed by the Parties.

  • In accordance with the requirements of Rule 2.11 of the City Code, Charter Court has made available to employee representatives and to the employees themselves a copy of the Possible Offer Announcement and the Firm Offer Announcement, and has informed them of the right of employee representatives under Rule 25.9 of the City Code to require that a separate opinion of the employee representatives on the effects of the Combination be appended to this document.

  • Following notification of the Company Approval, the content and the terms and conditions of the Firm Offer Announcement shall be determined by Harbinger in consultation with the Company, provided that the terms and conditions of the Firm Offer shall not vary in any material respect from those set out in the Notification approved by the Company.

  • Transitional arrangements regarding the capital impact of IFRS 9 Expected Credit Loss (ECL) accounting, 2.

  • This document is an alert to the existence of the Firm Offer Announcement.

Related to Firm Offer Announcement

  • Firm Offer means an offer which, when made, was capable of becoming legally binding upon acceptance.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

  • Press Announcement means the press announcement relating to the Transaction in the Agreed Form;

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • public announcement means disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act; and

  • Funding Announcement or “Request for Applications (RFA)” means the document (including all exhibits, attachments, and published addenda), issued by the System Agency under which applications for grant funds were requested, which is incorporated by reference in the Grant Agreement for all purposes in its entirety.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Potential Change of Control Announcement means any public announcement or statement by the Issuer or by any actual or potential bidder or any designated adviser thereto relating to any specific or any near-term potential Change of Control (whereby "near-term" shall mean that such potential Change of Control is reasonably likely to occur, or is publicly stated by the Issuer or by any such actual or potential bidder or any such designated adviser to be intended to occur, within four months of the date of such announcement or statement).

  • Announcement means the announcement detailing the terms and conditions of the Acquisition to be made pursuant to Rule 2.7 of the Code, in substantially the form set out in Schedule 1 (Form of Announcement);

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).

  • Relevant Announcement Date means the date that is the earlier of (a) the date of the first public announcement of the relevant Change of Control and (b) the date of the earliest Relevant Potential Change of Control Announcement (if any);

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Offer means “proposals” in negotiation.

  • Announcement Date means the date of first public announcement of the proposed Business Combination.

  • Relevant Potential Change of Control Announcement means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs.

  • Change of Control Notice means notice of a Change of Control Offer made pursuant to Section 3.8, which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Note Register within 30 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

  • Asset Sale Offer shall have the meaning specified in Section 4.14.

  • Takeover Offer means an offer in accordance with clause 3.6 of the Transaction Agreement for the entire issued and to be issued ordinary share capital of INM (other than any INM Shares beneficially owned by any member of the Mediahuis Group (if any) or by any person Acting in Concert with Mediahuis (if any)), including any amendment or revision thereto pursuant to the Transaction Agreement, the full terms of which would be set out in the Takeover Offer Documents or (as the case may be) any revised offer document(s);

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • Offer Notice shall have the meaning set forth in Section 4.1.

  • Change of Recommendation has the meaning set forth in Section 6.3(d).

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.