The Offers. Subject to the terms and conditions of this Agreement (including, for greater certainty, the conditions set forth in Schedule “C”), as part of the Transaction, HCo agrees to make an offer to purchase all of the outstanding Units, Series 1 Debentures and Series 2 Debentures (collectively, the “APIF Securities”) at the applicable Offer Price per APIF Security (the “Offers”, which terms shall include any one or more changes or variations to, or extensions of, such Offers) on the following terms and conditions:
The Offers. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in paragraphs (a) (except to the extent any such suit, action or proceeding described in such paragraph (a) has been brought or commenced by a United States Trustee in a Bankruptcy Case), (b), (c), (d), (e), (h), (i) and (k) of Annex I shall have occurred, as promptly as practicable, and in any event, within ten business days of the date hereof, Purchaser shall simultaneously commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) each of the Offers to purchase for cash all Shares at the Offers Price, subject to (i) there being validly tendered in the Offers (in the aggregate) and not withdrawn prior to the expiration of the Offers that number of Shares which, together with the Shares then beneficially owned by Parent or Purchaser, represents at least a majority of the Shares outstanding on a fully-diluted basis and no less than a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote in the election of directors (collectively, the "Minimum Condition") and (ii) the other conditions set forth in Annex I. Subject to the prior satisfaction or waiver by Parent or Purchaser of the Minimum Condition and the other conditions of the Offers set forth in Annex I, Purchaser shall consummate the Offers in accordance with their terms and accept for payment and pay for all Shares tendered pursuant to the Offers as soon as practicable after Purchaser is legally permitted to do so under applicable law; provided, however, that the initial expiration date of the Offers (and the first date upon which Purchaser may accept Shares tendered pursuant to the Offers) shall be the later of the date that is (i) 30 business days following the first public announcement of this Agreement by Parent or (ii) 20 business days following the commencement of the Offers (the "Initial Expiration Date"). The obligations of Purchaser to commence the Offers and accept for payment and pay for any Shares validly tendered on or prior to the expiration of the Offers and not withdrawn shall be subject to the Minimum Condition and the other conditions set forth in Annex I. The Offers shall be made by means of an offer to purchase (the "Offer to Purchase") that contains the terms set forth in this Agreement and the S...
The Offers. The waiver by HCo or satisfaction of all the conditions set forth in Schedule “C” to the Support Agreement by the Expiry Time (as defined in the Support Agreement) and the filing of the Articles of Arrangement (as defined in the Support Agreement).
The Offers. Inland Real Estate Corporation, a Maryland corporation (the “Company”), intends to make an offer (such offer, as described in the Preliminary Prospectus (as defined below), as amended or supplemented, together with the Consent Solicitation (as defined below), the “Exchange Offer”) to holders of its outstanding 4.625% Convertible Senior Notes due 2026 (the “Existing Convertible Notes”) to exchange up to $125.0 million aggregate principal amount of the Existing Convertible Notes for consideration consisting of new % Convertible Senior Notes due 2029 of the Company (the “New Convertible Notes”) on the terms and subject to the conditions described in the Preliminary Prospectus and the Letter of Transmittal and Consent (as defined below). The New Convertible Notes will be convertible into duly and validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company (such shares, the “Conversion Shares”), on the terms and subject to the conditions set forth in the New Indenture (as defined below). The New Convertible Notes and the Conversion Shares are referred to collectively herein as the “Exchange Securities.” Concurrently, the Company plans to make an offer (such offer, as described in the Preliminary Prospectus, as amended or supplemented, together with the related Consent Solicitation, the “Tender Offer” and, together with the Exchange Offer, the “Offers”) to holders of the Existing Convertible Notes to tender the Existing Convertible Notes for cash up to a maximum tender amount of $15.0 million. Concurrently with making the Offers described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of the Existing Convertible Notes (such solicitation, as described in the Preliminary Prospectus, as amended or supplemented, the “Consent Solicitation”) to certain amendments to the Existing Convertible Notes and the Existing Indenture (as defined below). Subject to the terms and conditions described in the Preliminary Prospectus, if Consents are received from the holders of a majority in principal amount of the Existing Convertible Notes and are accepted by the Company, the proposed amendments (the “Amendments”) shall be adopted as to the Existing Convertible Notes upon the execution of a supplement to the Existing Indenture entered into between the Company and the Existing Trustee (as defined below) (the “Supplemental Indenture”). The Existing Convertible N...
The Offers. 1.1 The Offeror shall mail the Offers in accordance with the terms of the Support Agreement. The Offers shall be consistent with the terms and conditions relating thereto in the Support Agreement and shall contain no conditions other than as expressly permitted in the Support Agreement. Except as provided in the Support Agreement, the conditions to the making of the Offers are for the sole benefit of the Offeror and any of such conditions may be waived by the Offeror in whole or in part in its sole discretion at any time. Subject to the satisfaction or waiver of the conditions of the Offers set forth in the Support Agreement, the Offeror shall within the time periods required by Securities Laws and the OBCA take up and pay for the Aquiline Securities deposited under the Offers.
The Offers. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.01, and (ii) each of the conditions set forth in Section 6.01 shall have been satisfied (or waived by Alpine), Alpine shall cause the Offerors to commence the Offers as promptly as practicable following the satisfaction of the conditions set forth in Section 6.01 upon the terms set forth in this Agreement by (x) publishing the Notice of Commencement in the manner required by the Chilean Securities Market Law, and (y) making such other notices, filings or publications (if any) as are required to be made by it under the applicable Tender Offer Rules.
The Offers. Provided that nothing shall have occurred that, had each Cash Offer referred to below been commenced, would give rise to a right to terminate such Cash Offer pursuant to any of the conditions set forth in Item 9 of the Cash Offers to Purchase, as promptly as practicable after the date hereof, but in no event later than 5 Business Days following the public announcement of the terms of this Agreement, Parent shall commence a series of offers (each, a "CASH OFFER" and, collectively, the "CASH OFFERS") to repurchase each series of the outstanding High Yield Debt at a price and subject to the other terms and conditions set forth in the applicable Cash Offer to Purchase. As used herein, "BUSINESS DAY" means any day except a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized by law to close. Parent shall commence the Cash Offers by preparing and mailing to the holders of the High Yield Debt the Cash Offers to Purchase, together with the related letter of transmittal and other documents (the "CASH OFFER DOCUMENTS"), the terms of which (including any amendments or supplements thereto) in each case shall be in form and substance satisfactory to the Purchasers scheduled to purchase a majority of the aggregate principal amount of the Purchaser Notes pursuant to Section 2.01(a) (the "REQUIRED Purchasers"). Parent agrees promptly to correct any information provided by it for use in the Cash Offer Documents if and to the extent that such information shall have become false or misleading in any material respect and to cause the Cash Offer Documents as so corrected to be disseminated to the holders of the High Yield Debt, in each case as and to the extent required by applicable federal securities laws.
The Offers. The Offers shall be for a maximum of approximately 45% of the outstanding Units of each of the Partnerships, with no minimum amount, at an initial price per Unit and subject to the terms and conditions of the Offers as shall be set forth in the documents filed by the Company with the Securities and Exchange Commission with respect to the Offers (the "Tender Offer Materials") which shall have been approved by each of the Members. The purchase price for the Units shall be provided to the Company by the Members pursuant to the provisions of Article VI. Each Member shall provide all information required to be included in the Tender Offer Materials and to complete the Offers and the Acquisitions. Without the consent of each Member, there shall be no change to the provisions of the Tender Offer Materials regarding the time, price or material condition of the Offers.
The Offers. (a) Subject to the terms and conditions hereof, the Offeror agrees to amend the Original Offers by (i) increasing the price offered per Zarlink Share to $3.98 in cash; (ii) increasing the price offered for the Zarlink Debentures to $1,624.49 per $1,000.00 principal amount of Zarlink Debentures plus accrued and unpaid interest to the date such Zarlink Debentures are taken up; (iii) extending the expiry time under the Original Offers to 5:00 p.m. (Toronto time) on October 12, 2011 (the “Amended Expiry Time”); provided that the Offeror shall extend the Amended Expiry Time to the date, if later than October 12, 2011, that is 10 days from the date on which the Notice of Variation is delivered pursuant to Section 2.1(c); and (iv) replacing Section 4 of the Offers with the conditions set forth in Schedule B hereto. For greater certainty, no additional payment will be made for any SRP Rights and no amount of consideration to be paid by the Offeror for the Zarlink Shares will be allocated to any SRP Rights associated with any Zarlink Shares deposited to the Share Offer and taken up and paid for by the Offeror. The obligations of the Offeror to take up and pay for Zarlink Shares and Zarlink Debentures under the Offers shall not be subject to any conditions except for the conditions set forth in Schedule B hereto (the “Conditions of the Offers”).
The Offers. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offers as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of Purchaser's intention to commence the Offers. The obligation of Purchaser to accept for payment and pay for Common Shares tendered pursuant to the Common Stock Offer shall be subject to the condition (the "Minimum Condition") that the number of Common Shares validly tendered and not withdrawn prior to the expiration of the Common Stock Offer shall constitute at least a majority of the then outstanding Common Shares on a fully diluted basis (including, without limitation, all Common Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, but excluding Common Shares issuable upon the conversion of any Preferred Shares to be accepted for payment and paid for by Purchaser pursuant to the Preferred Stock Offer) and also shall be subject to the satisfaction of the other conditions set forth in Annex A hereto. The obligation of Purchaser to accept for payment and pay for Preferred Shares tendered pursuant to the Preferred Stock Offer is subject to the condition that Purchaser has accepted for payment and paid for the Common Shares tendered pursuant to the Common Stock Offer. Purchaser expressly reserves the right to waive any such condition (other than the Minimum Condition or the HSR Condition (as defined below)), to increase the price per Common Share or Preferred Share payable in the Offers, and to make any other changes in the terms and conditions of the Offers; provided, however, that no change may be made which decreases the price per Share payable in the Offers (other than as herein provided in respect of the Preferred Shares), which changes the form of consideration to be paid in the Offers, or which reduces the maximum number of Shares to be purchased in the Offers, or which extends the expiration date of the Offers (which shall initially be twenty (20) business days), or which imposes conditions to the Offers in addition to those set forth in Annex A hereto; provided, further, however, that subject to the right of the parties to terminate this Agreement pursuant to Section 8.01, the Common Stock Offer (i) shall be extended (A) ...
