Offer and Solicitation definition
Examples of Offer and Solicitation in a sentence
The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Exchange Offer and Solicitation as soon as practicable consistent with this Agreement, and agrees to take all steps necessary to update the Registration Statement as required by applicable laws and regulation, and that the Registration Statement, when declared effective, will comply with all applicable Securities and Exchange Commission requirements.
The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Exchange Offer and Solicitation as soon as practicable, consistent with this Agreement, and agrees to take all steps necessary to update the Registration Statement as required by applicable laws and regulations, and that the Registration Statement, when declared effective, will comply with all applicable U.S. Securities and Exchange Commission requirements.
Notwithstanding the foregoing sentence, Article 2 of this Supplemental Indenture shall become operative only upon the payment by Merger Sub of the Total Consideration or the Tender Consideration, as applicable (each as defined in the Offer and Solicitation) due to each consenting Holder, with the result that the amendments to the Indenture effected by Article 2 of this Supplemental Indenture shall not become operative if such payment shall not occur.
The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Tender Offer and Solicitation as soon as practicable, consistent with this Agreement, and agrees to take all steps necessary to update the Schedule TO as required by applicable laws and regulations, and that the Schedule TO, upon filing, will comply with all applicable U.S. Securities and Exchange Commission requirements.
The application of the provisions of Article 4 of the Indenture are hereby waived to the extent that such provisions might otherwise interfere with the ability to enter into agreements contemplated by, and to consummate, the Tender Offer and Solicitation.
This Agreement shall terminate as to all Warrant Holders (a) upon written notice to all the Warrant Holders by the Company, (b) upon the earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer pursue the Tender Offer and the Solicitation and (ii) September 30, 2023, or (c) if the Company fails to commence the Tender Offer and Solicitation by August 7, 2023.
The terms of the Exchange Offer and Consent Solicitation shall provide that the Exchange Offer and Consent Solicitation may not be withdrawn by the Company unless the conditions to the Exchange Offer and Consent Solicitation are not satisfied or waived prior to the expiration date (as may be extended) of the Exchange Offer and Solicitation.
This Agreement shall terminate as to all IPO Warrant Holders (a) upon written notice to all the IPO Warrant Holders by the Company, (b) upon the earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer pursue the Exchange Offer and the Solicitation and (ii) September 30, 2024 and (c) if the Company fails to commence the Exchange Offer and Solicitation by July 19, 2024.
The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Tender Offer and Solicitation as soon as practicable, consistent with this Agreement, and agrees to take all steps necessary to update and/or amend the Schedule TO as required by applicable laws and regulations, and that the Schedule TO, upon filing, will comply with all applicable U.S. Securities and Exchange Commission requirements.
This Supplemental Indenture shall become effective as of the date hereof provided that the amendments to the Indenture set forth in Section 2.02, 2.03, 2.04 and 2.05 below shall not become operative unless and until Energy Transfer Partners, L.P., the indirect parent of the Company, consummates the Exchange Offer (as defined in the Exchange Offer and Consent Solicitation) with respect to the Notes pursuant to the terms and in the manner described in the Exchange Offer and Solicitation.