Mandatory General Offer definition

Mandatory General Offer means a possible mandatory general offer to be made on behalf of the Purchaser to acquire all the issued Shares not already owned or agreed to be acquired by the Purchaser and parties acting in concert with it in accordance with the Code on Takeovers and Mergers issued by the SFC;
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Mandatory General Offer means the mandatory general offer which will be required under the Takeovers Code upon and as a consequence of the completion of the sale and purchase of the Sale Shares; Material Adverse Change or Material Adverse Effect means, except with respect to clauses 4.1(d) and 4.2, a change, event or occurrence that has a material adverse effect on the financial condition or results of operations of the Group Companies, taken as a whole; provided, however, that in determining whether there has been a Material Adverse Effect or whether a Material Adverse Effect could or would occur, any change, event or occurrence principally attributable to, arising out of or resulting from any of the following shall be disregarded: (i) general economic, business, industry or credit, financial or capital market conditions (whether in China or internationally) (including, without limitation, conditions affecting generally the industries served by the Wider Group Companies); (ii) the taking of any action required or permitted by this agreement; (iii) the negotiation, entry into and announcement of this agreement; (iv) the breach of this agreement by the Purchaser or the Purchaser Parent; (v) the taking of any action with the approval of the Parent or the Purchaser Parent, (vi) pandemics, earthquakes, tornados, hurricanes, floods and acts of God; (vii) acts of war (whether declared or not declared), sabotage, terrorism, military actions or the escalation thereof; (viii) any changes or prospective changes in Laws, Regulatory Requirements or accounting rules, or any changes or prospective changes in the interpretation or enforcement of any of the foregoing, or any changes in general legal, regulatory or political conditions; (ix) any existing event, occurrence or circumstance with respect to which the Purchaser or the Purchaser Parent has knowledge as of the date hereof (including, without limitation, any matter set forth in the schedules); and (x) any adverse change in or effect on the business of the Wider Group Companies that is cured by or on behalf of the Company before the earlier of Completion and the termination of this agreement as set forth herein;
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Examples of Mandatory General Offer in a sentence

  • MSI alleges that the directors are liable for damages calculated by reference to the difference between the Buy Out Offer price of RM7.00 per Celcom’s share under the ARSA and the price of RM2.75 per Celcom’s share under the Mandatory General Offer undertaken by TM through TESB in respect of Celcom.

  • This argument was also presented in the Port of Sola case, and I cannot see any grounds on which to conclude differently in the present case.

  • If the increase is more than 2% over a 6 month period, Boon Siew Sdn Bhd will be obliged under Part II of the Code to undertake a Mandatory General Offer for the remaining ordinary stocks in OHB not already held by them.

  • Voluntary General Offer, VD – Voluntary Delisting, MGO – Mandatory General Offer, SOA – Scheme of Arrangement.

  • As at the Latest Practicable Date, it is intended that there will be no change to the Board composition following the close of the Mandatory General Offer.

  • The directors of the Purchaser and the Offeror undertake to the Stock Exchange that, in the event that the public float of the Company falls below 25% following the close of the Mandatory General Offer, appropriate steps will be taken as soon as possible following the close of the Mandatory General Offer to ensure a sufficient public float.

  • As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a Mandatory General Offer.

  • MSI alleges that the directors are liable for damages calculated by reference to the difference between the Buy Out Offer price of RM7.00 per Celcom’s share under the ARSA and the price of RM2.75 per Celcom’s share under the Mandatory General Offer undertaken by TM through Telekom Enterprise Sdn Bhd (“TESB”) in respect of Celcom.

  • MSI alleged that the directors are liable for damages calculated by reference to the difference between the Buy Out Offer price of RM7 per Celcom’s share under the ARSA and the price of RM2.75 per Celcom’s share under the Mandatory General Offer undertaken by TM through TESB in respect of Celcom.

  • None of the Purchaser, the Offeror, parties acting in concert with each of them, the Company, UBS or Somerley Capital and their respective ultimate beneficial owners, directors, officers, advisers, agents or associates or any other person involved in the Mandatory General Offer accepts responsibility for any taxation effects on, or liabilities of, any persons as a result of their acceptance or rejection of the Mandatory General Offer.

Related to Mandatory General Offer

  • Final Offer means the offer on which a resource was dispatched by the Office of the Interconnection for a particular clock hour for the Operating Day. Final RTO Unforced Capacity Obligation:

  • Net Proceeds Offer has the meaning provided in Section 4.16.

  • Initial Offer means the initial offer of Participating Shares in a Fund as set out in the applicable Supplement;

  • Mandatory or “(M)” shall mean the Vendor must comply with the requirement, and the Response will be evaluated on a pass/fail basis.

  • Initial Offer Period means the period determined by the Directors during which Shares of any class are offered by the ICAV for purchase or subscription at the Initial Price.

  • Sell Offer means an offer to sell Capacity Resources in a Base Residual Auction, Incremental Auction, or Reliability Backstop Auction.

  • Mandatory training means training on identifying and reporting child abuse or dependent adult abuse required of physical therapists or physical therapist assistants who are mandatory reporters. The full requirements on mandatory reporting of child abuse and the training requirements are found in Iowa Code section 232.69. The full requirements on mandatory reporting of dependent adult abuse and the training requirements are found in Iowa Code section 235B.16.

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

  • Call Off Procedure means the process for awarding a Call Off Agreement pursuant to Clause 4 (Call Off Procedure) and Framework Schedule 5 (Call Off Procedure);

  • Net Proceeds Offer Trigger Date has the meaning set forth in Section 4.16.

  • Borrower Solicitation of Discount Range Prepayment Offers means the solicitation by any Borrower Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to Section 2.05(1)(e)(C).

  • Borrower Solicitation of Discounted Prepayment Offers means the solicitation by any Borrower Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.05(1)(e)(D).

  • Mandatory Tender Notice means, in connection with the Mandatory Tender of VRDP Shares, a notice, substantially in the form attached to the VRDP Shares Remarketing Agreement as Annex II, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with this Agreement and specifying a Mandatory Tender Event and Purchase Date.

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

  • Offer to Purchase means an offer to purchase Notes by the Company from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

  • Change of Control Offer has the meaning provided in Section 4.15.

  • Permitted Offer An Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation) in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the Offer.

  • Net Proceeds Offer Payment Date has the meaning set forth in Section 4.16.

  • Redemption/Distribution Notice has the meaning set forth in paragraph 4(e) of Annex I.

  • Net Proceeds Offer Amount has the meaning set forth in Section 4.16.

  • Voice Initiated Redemption means any redemption of shares issued by anInvestment Company which is requested by voice over the telephone.

  • Discount Range Prepayment Offer means the written offer by a Lender, substantially in the form of Exhibit K, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

  • General obligation bond means a Bond, the payment of principal of and interest on which is a General Obligation of the Authority.

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Best and Final Offer means a revision to an Offer submitted after negotiations are completed that contains the Offeror’s most favorable terms for price, service, and products to be delivered. Sometimes referred to as a Final Proposal Revision.