Tendered Securities definition
Examples of Tendered Securities in a sentence
At the time of the purchase of any Option Securities, Everest shall pay to Lehigh a portion of Total Expenses related to such Tender Offer equal to the lesser of (a) $25,000 and (b) Total Expenses multiplied by a fraction, the numerator of which is the number of Tendered Securities purchased by Everest and the denominator of which is the total number of Tendered Securities purchased pursuant to the Tender Offer.
The BACs tendered pursuant to the Liberty III Offer and the securities tendered pursuant to the other Tender Offers are referred to herein as "Tendered Securities".
Upon the expiration of a Tender Offer, Lehigh shall provide written notice to Everest of the amount of Tendered Securities accepted by Lehigh pursuant to such Tender Offer.
Shareholder agrees that Bidder and the Company shall be entitled to include in filings under the AMF General Regulation and any other rules and regulations of any competent Authorities (including US securities laws), information to the effect that Shareholder has agreed to tender the Tendered Shares and, as the case may be, Additional Tendered Securities, to Bidder and this Agreement.
The Escrow Agent shall forthwith upon receipt thereof deliver to the order of the Security Holder free from any escrow hereunder, any securities acquired by the Security Holder under a Transaction by which such securities were exchanged, substituted or constituted consideration for the Tendered Securities delivered to the Depositary pursuant to section 11.2.
Assignee acknowledges that the Successor Entity Agreements, together with the Plan and the Plan Documents, govern the Tendered Securities.
Neither the Successor Entities nor any SE Indemnitee (as hereafter defined) has given Assignee any advice or counsel regarding the Assignment, including without limitation, advice or counsel regarding the tax consequences of the Assignment, the validity of the Assignment, the suitability of the Tendered Securities as investments and the Assignments’ compliance with any applicable law.
This Restated Notice and Indemnity Agreement is delivered as of December 20, 2018; provided, however, that the Parties acknowledge that the Successor Entities shall recognize and record the assignment of Tendered Securities, if any, only effective as of the first June 30th or December 31st immediately following the Closing Date (the “Effective Date”); provided further that Successor Entities shall recognize the ancillary assignment of the right to receive Post-Closing Dividends.
Effective upon the recordation by the appropriate Successor Entity of the ownership of the respective Tendered Securities by Assignee on the books and records of such Successor Entity, Assignee shall become a protected purchaser of such Tendered Securities, free and clear of any adverse claim (as the terms “protected purchaser” and “adverse claim” are defined in the Uniform Commercial Code in effect on the Closing Date in the State of Texas).
Assignee will be acquiring the Tendered Securities for Assignee’s own account and not for the account of any other person, for investment purposes only and not with a view to distribute or resell the Tendered Securities in whole or in part.