Other Irrevocable Undertakings Sample Clauses

Other Irrevocable Undertakings. The following shareholders have given irrevocable undertakings. Under the terms of this irrevocable undertaking, Oasis Management Company Ltd has: (i) undertaken, in respect of the Beneficially Owned Shares and any TRG Shares to which it becomes able to exercise or procure the exercise of voting rights, including following the settlement of the Derivative Shares, to vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept (or procure the acceptance of) the Offer) in respect of the TRG Shares in which they have an interest (as defined in the Takeover Code); and (ii) in respect of the Derivative Shares, given certain commitments to acquire the underlying TRG Shares to which the Derivative Shares relate. Under the terms of Irenic Capital Evergreen Master Fund LP’s irrevocable undertaking, Irenic Capital Evergreen Master Fund LP has given an irrevocable undertaking to exercise (or procure the exercise of) voting rights to vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept (or procure the acceptance of) the Offer) in respect of its own beneficial holdings of TRG Shares. Name Total Number of TRG Shares Percentage of existing issued share capital Oasis Management Company Ltd. 66,945,616 beneficially owned (the “Beneficially Owned Shares”) 8.8% Oasis Management Company Ltd. 38,253,120 subject to a Right of Recall derivative (the “RR Derivative Shares”) 5.0% Oasis Management Company Ltd. 31,241,161 subject to a Total Return Swap derivative (the “TRS Derivative Shares” and, together with the RR Derivative Shares, the “Derivative Shares”) 4.1% Irenic Capital Evergreen Master Fund LP 14,402,521 beneficially owned 1.9% Total 150,842,418 19.7% These irrevocable undertakings will cease to be binding only if:
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Related to Other Irrevocable Undertakings

  • WARRANTIES AND UNDERTAKINGS 17.1 Each Party warrants to the other that:

  • WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that:

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 1 is signed and as of the Effective Date of this Contract Amendment No. 1:

  • Assessment and Understanding It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

  • Entire Understanding This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

  • Entire Understanding; No Third Party Beneficiaries This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder.

  • Entire Agreement and Severability This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be amended, modified or waived without the affirmative written consent of the Adviser and the Sub-Adviser effected in accordance with Section 17 of this Agreement except as otherwise noted herein. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

  • Entire Agreement and Waiver This Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior and contemporaneous agreements, arrangements, negotiations, and understandings between the parties hereto relating to the subject matter hereof. There are no other understandings, statements, promises or inducements, oral or otherwise, contrary to the terms of this Agreement. No representations, warranties, covenants, or conditions, express or implied, whether by statute or otherwise, other than as set forth herein have been made by any party hereto. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other provision hereof, whether or not similar, nor shall any such waiver constitute a continuing waiver, and no waiver shall be binding unless executed by the party making such waiver.

  • Conflict Between this Amendment and the Agreement This Amendment shall be deemed to revise the terms and provisions of the Agreement to the extent necessary to give effect to the terms and provisions of this Amendment. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement this Amendment shall govern, provided, however, that the fact that a term or provision appears in this Amendment but not in the Agreement, or in the Agreement but not in this Amendment, shall not be interpreted as, or deemed grounds for finding, a conflict for purposes of this Section 4.1.

  • NOW IT IS HEREBY AGREED as follows:

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