TERMS AND CONDITIONS OF THE PUBLIC OFFER Sample Clauses

TERMS AND CONDITIONS OF THE PUBLIC OFFER. (6) The UK Listing Authority has provided the competent authorities in, inter alia, each of [Austria, Belgium, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Spain and Sweden [delete irrelevant ones/othersspecify](7) (together with the United Kingdom, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions (save for the Austrian competent authority which has confirmed that it does not require such a copy). The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers and any placers (authorised by any of the Managers) involved in the offer (the “Placers”) in connection with possible offers of the Notes to the public in the Public Offer Jurisdictions during the Offer Period. Investors (as defined in the final paragraph on the first page of the Prospectus) intending to acquire or acquiring the Notes from any Offeror (as defined in the final paragraph on the first page of the Prospectus) should, as indicated in the legend, make appropriate enquiries as to whether that Offeror is acting in association with the Issuer. Whether or not the Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement.(8) All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Offeror in accordance with the arrangements in place between any such Manager, Placer or other Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial in...
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TERMS AND CONDITIONS OF THE PUBLIC OFFER. An offer of the Notes may be made by each of the Managers [and [ ]] and any [other] placers (authorised directly or indirectly by the Issuer or any of the Managers), other than pursuant to Article 1(4) of the Prospectus Regulation, in the Public Offer Jurisdiction(s) during the Offer Period (as defined below). The above consent is subject to the following conditions: [ ].
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TERMS AND CONDITIONS OF THE PUBLIC OFFER. The Central Bank of Ireland has provided the competent authorities in each of [Austria, Germany, Italy, Luxembourg, the Netherlands, Norway and Spain [delete irrelevant ones]] ([together with Ireland [and the United Kingdom]], the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 17 September 2021 has been drawn up in accordance with the provisions of the Prospectus Regulation and the Commission Delegated Regulation (EU) 2019/980. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions.
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TERMS AND CONDITIONS OF THE PUBLIC OFFER 
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Related to TERMS AND CONDITIONS OF THE PUBLIC OFFER

  • Terms and Conditions of the Offer The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (vi) extend or otherwise change the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d).

  • Terms and Conditions of Options The Options evidenced hereby are subject to the following terms and conditions:

  • Terms and Conditions of the Notes The Notes shall be governed by all the terms and conditions of the Indenture, as supplemented by this First Supplemental Indenture. In particular, the following provisions shall be terms of the Notes:

  • General Terms and Conditions of the Notes Section 201.

  • Terms and Conditions of Sale This Price List supersedes all previous price lists. • Orders with an invoice value of $1,400 net or more will be shipped freight prepaid to one destination in the United States. • Terms are COD, CIA or Net 30 days with approved Credit. • Buyer shall pay all applicable federal, state and municipal sales or use tax. • No merchandise shall be returned without prior written authorization. • All returned merchandise must be in original carton & shipped prepaid. • All returned merchandise is subject to a 25% restocking charge. • No returns will be accepted after 90 days of shipping date. • Purchase should make claim directly to carrier for any damages to merchandise that occur in transit. • No minimum order charge. • Prices subject to change without notification.

  • Terms and Conditions of Merger The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:

  • Terms and Conditions of Sales Shares shall be offered for sale only in those jurisdictions where they have been properly registered or are exempt from registration or for which appropriate notice filings have been made, and only to those groups of people which the Board may from time to time determine to be eligible to purchase such shares.

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