Tender Offer Account definition

Tender Offer Account as defined in Section 2.4(e).
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Tender Offer Account means an account in the name of the Borrower opened with the Security Agent and designated as such by the Borrower and the Facility Agent.
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Tender Offer Account means a deposit account designated by the Borrower and acceptable to the Administrative Agent in which the cash to be utilized to make payments to the Tender Offer Paying Agent for the purpose of financing the Share Repurchase is to be deposited on the Borrowing Date and thereafter paid over to the Tender Offer Paying Agent when and as required to make payments to the shareholders whose shares are being repurchased pursuant to the Share Repurchase pursuant to the Tender Offer Documents.
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Examples of Tender Offer Account in a sentence

  • On the Funding Date (after giving effect to the deposit of the proceeds of the Initial Financing) the aggregate amount of Cash and Cash Equivalents on deposit in the Proceeds Collateral Account and the Tender Offer Account shall be at least equal to the Accreted Amount.

  • If there are remaining shares after the above-mentioned selection, Masterlink will, within five (5) business days (inclusive), return the unpurchased shares from the special TSCD account for this Tender Offer, Account No. 59200342584) to the TSCD account of the relevant tendered shareholders.

  • Holdings shall accept and pay for all Tendered Notes on the Funding Date (such that each holder of Tendered Notes who has delivered wire instructions to the Administrative Agent shall have received such payment for such holder’s Tendered Notes on the Funding Date) using funds that have been deposited into the Proceeds Collateral Account in accordance with Section 2.4 of this Agreement or, to the extent provided in Section 2.4(e) of this Agreement, into the Tender Offer Account.

  • The full amount of the Loans (after deduction for certain fees, as provided for in Section 2.1(b)(ii) of the First Lien Credit Agreement) shall have been or shall concurrently be funded on the Funding Date and such proceeds shall be deposited into the Proceeds Collateral Account (or, to the extent provided in Section 2.4(e), the Tender Offer Account).

  • Method Through TSCD book entry system by transfer from MasterLink’s special TSCD account for this Tender Offer (Account No. 59200342584) to the TSCD account of the Offeror.

  • The full amount of the Term Loans (after deduction for certain fees, as provided for in Section 2.1(b)(ii)) shall have been or shall concurrently be funded on the Funding Date and such proceeds shall be deposited into the Proceeds Collateral Account (or, to the extent provided in Section 2.4(e), the Tender Offer Account).

  • Landlord, at Landlord’s sole option and expense, shall restore and reconstruct the Building to substantially its former condition to the extent that the same may be reasonably feasible, but such work shall not be required to exceed the scope of the work done by Landlord in originally constructing the Building.

  • The full amount of the Second Lien Term Loans shall have been or shall concurrently be funded on the Funding Date and such proceeds shall be deposited into the Proceeds Collateral Account (or, to the extent provided in Section 2.4(e), the Tender Offer Account).

  • Place MasterLink’s special TSCD account for this Tender Offer (Account No. 59200342584) Method Through TSCD book entry system by transfer from MasterLink’s special TSCD account for this Tender Offer (Account No. 59200342584) to the TSCD account of the relevant tendered shareholders.

  • On the Funding Date (after giving effect to the deposit of the proceeds of the Initial Financing), the aggregate amount of Cash and Cash Equivalents on deposit in the Proceeds Collateral Account and the Tender Offer Account shall be at least equal to the Accreted Amount.


More Definitions of Tender Offer Account

Tender Offer Account means an account (a Conta vinculada) of Borrower No. 90695, agency No. 001, maintained with Banco UBS Pactual S.A., which account shall be subject to a Lien in favor of the OPA Guarantor in accordance with the pledge agreement entered into by the OPA Guarantor and Borrower on the date hereof, and otherwise under the sole control and dominion of the OPA Guarantor.
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Related to Tender Offer Account

  • Tender Offer Date means, in respect of a Tender Offer, the date on which voting Shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the Calculation Agent).

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Offer Acceptance Time is defined in Section 1.1(h) of the Agreement.

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

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

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

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

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

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

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

  • Exchange Election shall have the meaning specified in Section 14.12(a).

  • Offer Amount has the meaning set forth in Section 4.12(e).

  • Hostile Tender Offer means, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Company makes the Request for Purchase of such Note.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Early Settlement Amount has the meaning specified in Section 5.9(a).

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a valid Tender, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully Remarketed, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Election Deadline shall have the meaning set forth in Section 3.2.3.

  • Purchase Notice has the meaning set forth in Section 1.2.

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • VWAP Purchase Notice means an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase Shares on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at the applicable VWAP Purchase Price with the applicable VWAP Purchase Share Percentage specified therein.

  • Mixed Election has the meaning set forth in Section 3.01(b)(iii).

  • Regular Purchase Notice means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the Purchase Date.

  • Cash Election shall have the meaning set forth in Section 3.2.2.

  • Applicable Par Call Date means with respect to the 2024 Notes, March 2, 2024, and with respect to the 2029 Notes, July 1, 2029.

  • Offer Date means the date on which an Exclusionary Offer is made;

  • 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: