Offer Conditions Precedent definition

Offer Conditions Precedent means the conditions precedent set forth on Schedule 1.01(a).
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Offer Conditions Precedent means the conditions precedent to the consummation of the Offer set forth in the Offer Document.
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Offer Conditions Precedent mean the conditions listed in Appendix I to the Offer Document.
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Examples of Offer Conditions Precedent in a sentence

  • As set forth above, according to the Offeror, it plans to commence the Tender Offer promptly upon satisfaction of the Tender Offer Conditions Precedent (or the same are waived with the consent of all four of HoldCo, Crosby US, Crosby UK, and the Company).

  • Note 2: Under the Business Combination Agreement, among the Tender Offer Conditions Precedent, (i) to (iii), (vi), (vii) and (ix) may be waived, if permitted by applicable laws, by the agreement of HoldCo, Crosby US, Crosby UK and the Target Company, (v) may be waived by sole discretion of the Target Company, and (iv) and (viii) may be waived by sole discretion of HoldCo, Crosby US and Crosby UK.

  • The Offer Consideration is payable in cash or in Sanlam Shares or a combination thereof, at the election of each Offer Participant.1.⭯ The Partial Offer is subject to the Partial Offer Conditions Precedent, which include the adoption of the Partial Offer Approval Resolution and the Asset for Share Resolution, respectively, by the requisite majority of AfroCentric Shareholders.

  • Shareholders are advised to note the Scheme Conditions Precedent and the Standby Offer Conditions Precedent to which the special resolutions being put to the vote at the relevant Meetings are subject, as more fully described in paragraph 5.5 commencing on page 38 and in paragraph 6.7 commencing on page 43.

  • What this means, I suppose, is that if a question now arose on the Australia- Netherlands treaty, the Australian court could look at decisions of the Dutch courts on, for example, the Netherlands-Germany or Netherlands-Portugal treaty.

  • The Scheme Consideration or General Offer Consideration payable for the Hospitality Shares which shall be acquired by Tsogo Sun Hotels pursuant to the Scheme (subject to the fulfilment or waiver of the Scheme Conditions Precedent) or, alternatively, the General Offer (subject to the fulfilment or waiver of the General Offer Conditions Precedent), as the case may, shall be 1.77 Tsogo Sun Hotels Shares per Hospitality Share acquired.The maximum number of Hospitality Shares to be acquired is 142 303 946.

  • The remainder of the General Offer Conditions Precedent are expressed for the benefit of the Parties, who shall be entitled to, upon written agreement between them, waive the requirement for fulfilment of the General Offer Conditions Precedent to the extent that such conditions are legally capable of waiver.

  • Announcements will also be released on SENS, and, where required, published in the South African press as soon as possible after the non-fulfilment of any Offer Condition Precedent or any extension of any date set for fulfilment or waiver of any of the Offer Conditions Precedent.

  • Each of the Tender Offer Conditions Precedent, unless waived in writing by the Administrative Agent, shall have been satisfied.

  • The Partial Offer Conditions Precedent in paragraphs 6.2.2 to 6.2.4 (inclusive) cannot be waived.

Related to Offer Conditions Precedent

  • Conditions Precedent shall have the meaning set forth in Clause 4.2.

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • Early Termination Conditions means the types of conditions listed in Schedule A.

  • Extension Conditions Defined in Section 3.06(a).

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Minimum Condition has the meaning set forth in Annex I.

  • Funding Conditions With respect to any proposed Funding Date, the following conditions:

  • Satisfied means paid-in-full.

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Specific Conditions means the conditions in addition or in variation to the general conditions which the Commission may lay down specifically for a distribution licensee;

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

  • Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from Xxxxx’x (or such other term as Xxxxx’x may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “Xxxxx’x Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s Xxxxx’x Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.

  • Payment Conditions means, at the time of determination with respect to a proposed payment to fund a Specified Transaction, that:

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Release Condition means the following:

  • Special Conditions means Special Conditions of Contract, which override the General Conditions, also referred to as SCC.

  • Poor foundation conditions means those areas where features exist which indicate that a natural or man-induced event may result in inadequate foundation support for the structural components of an SWLF unit.

  • LC Conditions has the meaning given to such term in Section 2.9.