Changes to the Offer Clause Samples

The "Changes to the Offer" clause defines the conditions under which the terms of an offer may be modified after it has been initially presented. Typically, this clause outlines the process for making amendments, such as requiring written notice or mutual agreement between the parties before any changes become effective. For example, it may specify that price adjustments, delivery dates, or product specifications can only be altered through a formal amendment process. The core function of this clause is to ensure that both parties are aware of and consent to any modifications, thereby preventing misunderstandings and disputes over the agreed terms.
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Changes to the Offer. Investor may increase the Tender Offer Price and may make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, Investor may not (i) decrease the Tender Offer Price, (ii) change the form of consideration payable in the Offer, (iii) increase or decrease the maximum number of Shares sought pursuant to the Offer, (iv) add to or modify the Offer Conditions (v) amend the Offer in a manner which would require the extension of the originally scheduled expiration date to a date later than 50 business days from the date of the commencement of the Offer, as required by any rule, regulation, interpretation or position of the SEC or the staff or (vi) otherwise amend the Offer in any manner adverse to the interests of the Company or its stockholders. Subject to the terms and conditions thereof, the Offer shall expire at midnight, New York City time, on the date that is not more than 30 business days from the date the Offer is first published or sent to holders of Class B Stock. Investor shall be required to extend the Offer for at least ten business days from the originally scheduled expiration date and shall be entitled to extend the Offer for up to 20 business days from such original expiration date (A) if at the scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or waived, until such time as such Offer Conditions are satisfied or waived and (B) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, provided, however, that Investor shall terminate the Offer if this Agreement is terminated.
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Changes to the Offer. The Purchaser shall not, without the prior written consent of ▇▇▇▇▇▇: (i) decrease the consideration per Share (or Holdco Share) payable under the Offer; (ii) change the form of consideration payable under the Offer (other than to add additional consideration); (iii) decrease the number of Shares in respect of which the Offer is made; or (v) impose additional conditions to the Offer or otherwise vary the Offer (or any terms or conditions thereof) in either case, in a manner which is adverse to the Sterlite Gold Shareholders (it being acknowledged and agreed by the Parties that the waiver of any term and/or any extension of the Expiry Time shall not be considered to be adverse to the Sterlite Gold Shareholders for the purposes hereof).
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Changes to the Offer. Merger Sub expressly reserves the right to waive, in whole or in part, any of the Offer Conditions and to make any change in the terms of, or conditions to, the Offer. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, without the prior written consent of the Company, Merger Sub may not (and Parent will not permit Merger Sub to) (i) waive the Minimum Condition or any of the conditions set forth in Sections (1), (3) or (9) of Exhibit B or (ii) make any change in the terms of or conditions to the Offer that (A) changes the form of consideration to be paid in the Offer; (B) decreases the consideration in the Offer or the number of shares of Company Common Stock sought in the Offer; (C) extends the Offer, other than in accordance with the provisions of Section 2.1(c); (D) imposes conditions to the Offer other than those set forth in Exhibit B; or (E) is adverse to the Company Stockholders.
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Related to Changes to the Offer

  • CONDITIONS TO THE OFFER (a) Notwithstanding any other provisions of the Offer, Acquisition shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c) under the Exchange Act (relating to Acquisition's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (y) the Minimum Condition shall not have been satisfied or (z) at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant to the Offer, any of the following events shall occur: (i) [reserved]; (ii) from the date of this Agreement until the Tender Offer Purchase Time, any Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which is in effect at the Tender Offer Purchase Time and which (A) makes the acceptance for payment of, or the payment for, some or all of the Shares illegal or otherwise prohibits consummation of the Offer, the Merger or any of the other transactions contemplated hereby, or (B) prohibits Acquisition from operating or deriving benefits from the majority of the value of the operations of the Company and its subsidiaries taken as a whole to operate the Company; provided, however, that the parties shall use reasonable efforts (subject to the proviso in Section 5.6(b)) to cause any such decree, judgment or other order to be vacated or lifted prior to September 30, 2000; (iii) [reserved]; (iv) the representations and warranties of the Company set forth in this Agreement shall not be true and correct on the date of this Agreement or the Company shall have breached or failed in any respect to perform or comply with any material obligation, agreement or covenant required by this Agreement to be performed or complied with by it at or prior to such time except, where the failure of representations and warranties (without regard to materiality qualifications therein contained) to be true and correct, or the performance or compliance with such obligations, agreements or covenants, would not, individually or in the aggregate, have a Material Adverse Effect; (v) this Agreement shall have been terminated in accordance with its terms; (vi) there shall have occurred an acceptance by the Company of a Superior Proposal; (vii) [reserved]; (viii) the Board shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer, shall have recommended to the Company's stockholders a Third Party Acquisition or shall have adopted any resolution to effect any of the foregoing; (ix) [reserved]; (x) [reserved]; (xi) [reserved]; (xii) from the date of this Agreement until the Tender Offer Purchase Time, there shall have occurred the commencement of a war having a Material Adverse Effect on the Company; which, in the reasonable judgment of Parent and Acquisition, in any such case, and regardless of the circumstances giving rise to any such condition, makes it inadvisable to proceed with the Offer and/or with such acceptance for payment or payments. (b) The conditions set forth in Section 6.1(a) (other than the Minimum Condition) are for the sole benefit of Acquisition and may be asserted by Acquisition regardless of any circumstances giving rise to any condition and may be waived (other than the Minimum Condition) by Acquisition, in whole or in part, at any time and from time to time, in the sole discretion of Acquisition. The failure by Parent or Acquisition (or any affiliate of Acquisition) at any time to exercise any of the foregoing rights will not be deemed a waiver of any right and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

  • Changes to the Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • CHANGES TO THESE TERMS We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce or to meet specific requests from our Customers. We will give you at least ten (10) days notice of any change by sending you an SMS or email with details of the change or notifying you of a change when you next start the App. If you do not accept the notified changes you will not be permitted to continue to use the App and the Service.

  • Changes to the Terms of this Agreement. This Agreement and any provision hereof may only be amended by an instrument in writing signed by the Company and the Buyer. The term "Agreement" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

  • Changes to these Terms and Conditions Reserving the right to change these terms and conditions. We reserve the right to change or add to these terms and conditions from time to time for legal, safety or other substantive reasons or in order to assist the proper delivery of education at the School. The School will send you notice of any such modifications prior to the end of the penultimate term before the modifications are to take effect.