Takeover Offer Sample Clauses

Takeover Offer. (a) The Purchaser will (i) on the first Business Day after the Effective Date, together with EME cause to be delivered to the Takeovers Panel a request for exemption from certain rules of the Takeovers Code in substantially the form attached hereto as Schedule 1.2(a)(i) (“Exemption Request”), and (ii) provided the Takeovers Panel issues an exemption notice in substantially the form attached to the Exemption Request (the “Proposed Exemption Notice”) or an exemption notice not adverse to EME or the Purchaser as compared to the Proposed Exemption Notice (in either case, upon issuance, an “Exemption Notice”), on the third Business Day after request is made by EME to Purchaser (which request shall be made in sufficient time such that the Project Closing can occur prior to the expiration of the Exemption Notice but shall not be made later than October 11, 2004) give notice to Contact pursuant to rule 41 of the Takeovers Code (the “Company Notice”) of the Purchaser’s intention to make the Takeover Offer in substantially the form of Schedule 1.2(a)(ii). EME and the Purchaser shall each use its Commercially Reasonable Efforts to obtain the Exemption Notice and shall act reasonably in considering whether or not to accept any changes to the Proposed Exemption Request or the Contemplated Transactions required by the Takeovers Panel or requested by EME for the purpose of enhancing the likelihood of the Takeovers Panel issuing an Exemption Notice not adverse to EME or the Purchaser as compared to the Proposed Exemption Notice. If the Takeovers Panel denies the Exemption Request (or issues an exemption notice other than the Proposed Exemption Notice or as is not adverse to EME or the Purchaser as compared to the Proposed Exemption Notice), or fails to issue an Exemption Notice within thirty (30) Business Days of the making of the Exemption Request (subject to reasonable extension by EME upon written notice to Purchaser based on EME’s reasonable judgment that an extension of such period will increase the likelihood that an acceptable Exemption Notice will be issued), then (A) EME will, within ten (10) Business Days after the expiration of such thirty (30) Business Day (or longer) period, or notice from the Takeovers Panel of such denial, notify the Purchaser whether EME elects to terminate this Agreement, or to accept the Takeover Offer by causing the Sellers to deliver the Seller-Owned Contact Shares in lieu of the Project Securities (a “Contact Shares Delivery Transacti...
Sample 1
AutoNDA by SimpleDocs
Takeover Offer. The parties agree that Agria Singapore will give notice to PGW of its intention to make a takeover offer substantially in the form of the takeover offer annexed as an appendix to this Agreement (Takeover Offer) the terms of which may be materially varied by Agria Singapore only with the consent of New Hope.
Sample 1
Takeover Offer. The Bidder Entities undertake to the Company to prepare, make, through the Bidder, and consummate the Takeover Offer subject to and in accordance with the terms of this Agreement and all applicable Laws. To that effect and notwithstanding the more specific undertakings set forth in this Agreement (provided, however, that any undertakings with respect to Regulatory Clearances shall be exclusively governed by Section 22), the Parties shall use their best efforts to ensure that the Takeover Offer and the Takeover will be completed as soon as reasonably possible following the entering into this Agreement subject to and in accordance with the terms of this Agreement. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Sample 1
Takeover Offer. In order to give effect to the intent expressed in the -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOI, forthwith after signing this Agreement LIQUITEK will take all steps necessary to make a takeover offer under the Companies Amendment Xxx 0000 (NZ) (or the Takeovers Xxx 0000 (NZ), if applicable) for all shares, warrants and options issued by DISTECH and which are not subject to this Agreement on the same commercial terms MUTATIS MUTANDIS as are contained in this Agreement providing for the exchange of Liquitek Shares for Distech Shares, options to purchase Liquitek Shares ("Liquitek Options") for options to purchase Distech Shares ("Distech Options"), and Liquitek Warrants for Distech Warrants owned by the Remaining Stockholders, and in particular (but without limitation):
Sample 1
Takeover Offer. “Takeover Offer” means a contractual takeover offer under the Code for the entire issued and to be issued share capital of Offeree to be made by BidCo should Offeror so elect in accordance with the terms of this Agreement, including, where the context so requires, any subsequent revision, variation, extension or renewal of any such takeover offer.
Sample 1
Takeover Offer. (1) At any time prior to the Effective Time, and subject to giving the Company no less than 5 Business Days’ notice of its intention to do so, Purchaser and AcquireCo shall be entitled to effect the Acquisition by way of the Offer rather than the Scheme (such election being an “Offer Election”), if Purchaser reasonably determines, in good faith, that effecting the Acquisition by way of the Offer would reasonably be expected to increase the likelihood that the Acquisition will be consummated.
Sample 1
Takeover Offer. Future reserves the right, with the consent of the Panel and subject to the terms of the Co- operation Agreement, to elect to implement the Combination by way of a Takeover Offer for the entire issued and to be issued share capital of GoCo Group as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Future so decides, on such other terms being no less favourable (subject to appropriate amendments to reflect the terms of the Co-operation Agreement), so far as applicable, as those which would apply to the Scheme.
Sample 1
AutoNDA by SimpleDocs
Takeover Offer 
Sample 1Sample 2Sample 3

Related to Takeover Offer

  • Takeover Proposal 43 Tax.........................................................................26

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Tender Offer (a) As promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of the execution of this Agreement, Purchaser or Merger Sub will commence the Offer for all of the outstanding Shares at a price of not less than $25.50 per Share in cash, net to the seller, subject to the conditions set forth in Exhibit A, and, subject only to the terms and conditions of the Offer, will pay, as promptly as reasonably practicable after expiration of the Offer, for all Shares duly tendered and not withdrawn. Purchaser expressly reserves the right to waive any such condition other than the Minimum Condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made to the Minimum -------- ------- Condition, and no change may be made which decreases the price per Share payable in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which imposes conditions to the Offer other than those set forth in Exhibit A hereto or which extends the Offer (except as set forth in the following sentence). Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days following the commencement of the Offer) if, at the scheduled expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but (x) the number of Shares validly tendered and not withdrawn pursuant to the Offer is less than 90 percent and (y) Purchaser reasonably believes that such extension would cause the number of validly tendered and not withdrawn shares to exceed 90 percent of the outstanding Shares.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Business Combination Announcement Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the final approval of the Representative, which approval will not be unreasonably withheld.

  • Takeover Laws No party hereto shall take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them shall take all necessary steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect.

  • Superior Offer “Superior Offer” shall mean a bona fide written Acquisition Proposal not solicited in violation of this Agreement that the Board of Directors determines, in its good faith judgment, after consultation with outside legal counsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal and the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Transactions (including after giving effect to proposals, if any, made by Parent pursuant to Section 6.1(b)(i)); provided that for purposes of the definition of “Superior Offer,” the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Tender Offers In case (i) a tender or exchange offer made by the Company or any subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of Purchased Shares) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (ii) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such tender or exchange offer, of consideration payable in respect of any other tender or exchange offer, by the Company or any subsidiary of the Company for all or any portion of the Common Stock expiring within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made and (iii) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within the 12 months preceding the expiration of such tender or exchange offer and in respect of which no adjustment pursuant to paragraph (5) of this Section or this paragraph (6) has been made, exceeds 15% of the product of the Current Market Price per share of the Common Stock as of the last time (the "Expiration Time") tenders could have been made pursuant to such tender or exchange offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Expiration Time, the Settlement Rate shall be adjusted so that the same shall equal the rate determined by dividing the Settlement Rate immediately prior to the close of business on the date of the Expiration Time by a fraction (A) the numerator of which shall be equal to (x) the product of (I) the Current Market Price per share of the Common Stock on the date of the Expiration Time and (II) the number of shares of Common Stock outstanding (including any tendered shares) on the Expiration Time less (y) the amount of cash plus the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the transactions described in clauses (i), (ii) and (iii) above (assuming in the case of clause (i) the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares), and (B) the denominator of which shall be equal to the product of (x) the Current Market Price per share of the Common Stock as of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any tendered shares) as of the Expiration Time less the number of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares").

Time is Money Join Law Insider Premium to draft better contracts faster.