Mandatory Tender Offer means the mandatory tender offer to the holders of common stock of the Company (and to the extent required by Brazilian Law, any mandatory tender offer to the holders of common stock of CPFL Energias Renovaveis S.A.) under the terms of Article 254-A of Brazilian Corporation Law, and pursuant to the rules established by CVM Instruction No. 361, dated March 5, 2002, as amended, and the Novo Mercado Rules to be conducted by Buyer or an Affiliate thereof following the consummation of the purchase and sale of the Purchased Shares (and as applicable, the HoldCo Shares) pursuant to this Agreement, to the extent such Mandatory Tender Offer is required by Brazilian Law. To the extent required by Law in the United States of America, the term Mandatory Tender Offer as used herein shall also be deemed to include the same tender offer described above as it may be extended in the United States (or any related tender offer effected in the United States).
The GM Transaction Closing Notice shall be delivered no earlier than the date a Subsidiary of ABI commences the Mandatory Tender Offer.
The information contained in such Material Fact Notices is provided in Section 3 of this Notice of Mandatory Tender Offer ("Notice").
Chilean Mandatory Tender Offer and the Dual Offer Structure Chilean law requires that we commence a mandatory tender offer in Chile, open to all holders of Common Shares wherever located, for the purchase of up to 100% of the outstanding Common Shares in connection with MetLife's acquisition of indirect control over Provida from BBVA, pursuant to the Transaction Agreement.
Russian Mandatory Tender Offer and the Dual Offer Structure As a result of our acquisition of more than 30% of the outstanding Shares pursuant to the Purchase Agreement, we are required, under Russian law to commence the Russian Offer for all remaining outstanding Shares, wherever located, including Shares underlying the ADSs and GDSs. Russian law, however, prohibits the inclusion of the ADSs themselves in the Russian Offer.
As the sole compensation and according to the established guidelines in the Capital Markets Law and in the CNV Rules, the Offeror shall offer to pay the holders who elect to participate in the Mandatory Tender Offer a fixed price, in pesos, payable in the Republic of Argentina (the "Price").