U.S. Offer has the meaning set forth in Section 2.13(c).
U.S. Offer has the meaning given to such term in Clause 3.2.1.
Examples of U.S. Offer in a sentence
BidCo shall mean a newly incorporated company that is directly or indirectly Controlled by ChemChina, to be established in any jurisdiction that would not impose a withholding or deduction of Taxes on the proceeds of the Swiss Offer or the U.S. Offer.
Signed and Witnessed at , on , EMPLOYEE: COMPANY By: (Signature) (Printed Name) (Signature) (Date) (Printed Name) (Title) (Date) WITNESS: (Signature) (Printed Name) 23 Exhibit B to U.S. Offer Letter Form of Release This RELEASE (“Release”) dated as of between Comverse, Inc., a Delaware corporation (the “Company”), and Xxxxxx Xxxx (the “Executive”).
More Definitions of U.S. Offer
U.S. Offer means the portion of the Offers that will be conducted in, and in accordance with the securities regulations of, the United States of America.
U.S. Offer shall have the meaning set forth in the first recital hereto.
U.S. Offer shall have the meaning set forth in SECTION 3.2.
U.S. Offer has the meaning given to it in Article 2.2.1. ANNEX 2 KEY TERMS AND CONDITIONS OF THE FRENCH OFFER AND THE U.S. OFFER Maximum number of shares to be purchased in the French Offer and the U.S. Offer (either directly or through ADS) 23,109,853 Shares (including 19,208,848 issued Shares+ 3,647,005 Shares to be issued upon exercise of Stock Options+ 254,000 Shares to be issued upon exercise of Warrants) Maximum number of Warrants to be purchased in the French Offer and the U.S. Offer 254,000 Warrants Price per Share EUR 10.00 (with all rights attached, including any annual dividend for the year end 2008) Price per ADS USD equivalent of EUR 10.00 based on the EURO/USD exchange rate as of the settlement of the Offers Price per Warrant 2003 n°1 EUR 0.50 Price per Warrant 2003 n°2 EUR 0.50 Price per Warrant 2004 EUR 0.65 Price per Warrant 2005 EUR 0.50 Price per Warrant 2006 EUR 0.83 Price per Warrant 2007 EUR 1.93 Minimum tender condition Bidder will only proceed with the Offers if Bidder has the right to hold (est en mesure de detenir) Shares representing, at the date of the closing of the French Offer, at least 66.67% of the share capital and voting rights of Target on a fully-diluted basis. For the purposes of the calculation of this 66.67% threshold, the following will be taken into consideration: · as numerator, the sum of (i) Treasury Shares not required to satisfy, before the closing of the French Offer, rights under Stock Option plans, Free Share allotment plans, or the liquidity agreement which ZION entered into with Oxxx Corporate Finance, and (ii) the total number of Shares validly tendered to the French Offer and the US Offer (including the Shares represented by ADSs) and the total number of Shares to be issued upon exercise of the Warrants validly tendered to the French Offer, as of the date of the closing of the French Offer and prior to its reopening; and · as denominator, the sum of (i) the total number of outstanding Shares on the date of the closing of the French Offer, including the Shares represented by ADSs and Treasury Shares and (ii) the maximum number of Shares to be issued upon the exercise of all Stock Options and Warrants, whether or not exercisable, as of the date of the closing of the French Offer and prior to its reopening. Antitrust condition to closing of the Offers Closing of the Offers shall be subject to: (i) the authorisation of the competent US anti-trust authorities or the expiration or termination of the waiting period under...
U.S. Offer means the cash tender offer to be made by US Purchaser pursuant to the U.S. Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), for the issued common stock of Target; "US OFFER CONDITIONS" means the conditions to the obligations of the Company and US Purchaser Co contained in the US Offer;
U.S. Offer means the tender offer to be launched in the United States of America in accordance with the applicable provisions of the Exchange Act.