Completion of the Offer Clause Samples
The 'Completion of the Offer' clause defines the point at which an offer is considered fully accepted and all necessary actions to finalize the agreement have been completed. Typically, this clause outlines the steps required for completion, such as the exchange of signed documents, payment of consideration, or fulfillment of specific conditions. Its core practical function is to provide clarity on when contractual obligations become binding, thereby reducing ambiguity and potential disputes about when the agreement is officially in effect.
Completion of the Offer. 3.2.3.1. In the event of the completion of the Offer:
(i) The Registrar shall, on or prior to the Designated Date in writing:
(a) along with the Book Running Lead Managers, intimate the Bankers to the Offer in the form provided in Schedule I hereto, the Designated Date (with a copy to the Company and the Selling Shareholders) and provide the written details of the Bid Amounts (including amounts, if any, paid by the underwriters or any other person pursuant to any underwriting obligations in terms of the Underwriting Agreement) relating to Bids that have received the confirmed allocation and in respect of which the Bid Amounts are to be transferred from the Escrow Account to the Public Offer Account;
(b) intimate the SCSBs and the Sponsor Banks in writing (in the form provided in Schedule II) (with a copy to the Company, the Selling Shareholders and the Book Running Lead Managers) of the Designated Date, and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI mechanism, as applicable, to the Public Offer Account. The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the UPI Bidders’ bank accounts, whereupon the funds will be transferred from the UPI Bidders’ accounts to the Public Offer Account and the remaining funds, if any, will be unblocked to the UPI Bidder or its bank. Further, the SCSBs will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public Offer Account and the remaining funds, if any, will be unblocked without any manual intervention by the Bidder or the SCSBs. The amounts paid by the underwriters or any other person pursuant to their underwriting obligations in terms of the Underwriting Agreement. The Registrar shall also, on or prior to the Designated Date provide the SCSBs and the Sponsor Banks (with a copy to the Book Running Lead Managers, the Company and the Selling Shareholders) with the written details of the Bid Amounts that have to be transferred to the Public Offer Account as well as Surplus Amounts that are required to be unblocked. The amounts to be unblocked and transferred to the Public Offer Account by the SCSBs (including the UPI Bidders’ ba...
Completion of the Offer. 3.2.3.1 The Escrow Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks shall refer to the Red ▇▇▇▇▇▇▇ Prospectus for the Anchor Investor Bidding Date, the Bid/Offer Opening Date, Bid/Offer Closing Date and on the date on which initiation of refunds (if any, for Anchor Investors) or unblocking of funds from ASBA Account shall take place.
3.2.3.2 The Registrar, shall, on or prior to the Designated Date, in writing, along with the Book Running Lead Managers (a) intimate to the Escrow Collection Bank, Public Offer Account Bank and Refund Bank (with a copy to the Company and the Promoter Selling Shareholder), the Designated Date and provide the Escrow Collection Bank with, details in the form specified in Annexure D (i) the written details of the amounts that are to be transferred from the Escrow Accounts to the Public Offer Account, (ii) the written details of the Surplus Amounts, if any, that are to be transferred from Escrow Accounts to the Refund Account; and (b) the Registrar, shall, on or prior to the Designated Date, in writing, intimate the SCSBs and the Sponsor Banks (with a copy to the Company, BRLMs and the Promoter Selling Shareholder) the Designated Date , and provide the SCSBs and the Sponsor Banks with the written details of the amounts that have to be unblocked and transferred from the ASBA Accounts including the accounts blocked through the UPI Mechanism, as applicable, to the Public Offer Account, in the form specified in Annexure D (I). The Sponsor Banks, based on the UPI Mandate Request approved by the respective UPI Bidders at the time of blocking of their respective funds, will raise the debit/ collect request from the respective ASBA Account and issue necessary instructions, whereupon the funds will be transferred from such ASBA Account to the Public Offer Account based on the finalised basis of allotment and the remaining funds, if any, will be unblocked. The Refund Bank shall ensure the transfer of the Surplus Amounts to the account of the Beneficiaries and immediately upon such transfer, the Refund Bank shall intimate the Book Running Lead Managers, the Company and the Promoter Selling Shareholder of such transfer. The Sponsor Bank shall be responsible for sharing the details of Bid Amounts that have to be unblocked and transferred from the ASBA Accounts to the Public Offer Account with the Bidder’s banks. The Surplus Amount shall be transferred to the Refund Account at the written instructions of the Registrar an...
Completion of the Offer. The Parent or the Purchaser shall have irrevocably accepted for purchase all shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer.
Completion of the Offer. Merger Sub shall have (i) commenced the Offer pursuant to Article I hereof and (ii) purchased, pursuant to the terms and conditions of such Offer, all shares of Company Common Stock duly tendered and not withdrawn; provided, however, that neither Parent nor Merger Sub shall be entitled to rely on the condition in clause (ii) above if either of them shall have failed to purchase shares of Company Common Stock pursuant to the Offer in breach of their obligations under this Agreement.
Completion of the Offer. Parent or Merger Sub shall have accepted for payment and paid for all Shares validly tendered and not withdrawn pursuant to the Offer.
Completion of the Offer. Purchaser shall have accepted for payment and paid for all Shares validly tendered in the Offer and not withdrawn.
Completion of the Offer. The Purchaser shall have (i) commenced the Offer pursuant to the Merger Agreement and (ii) subject to the satisfaction or waiver of all the conditions to the Offer, purchased, pursuant to the terms and conditions of such Offer, all Shares duly tendered and not withdrawn; provided, however, that neither Numico nor the Purchaser shall be entitled to rely on the condition in clause (ii) above if either of them shall have failed to purchase Shares pursuant to the Offer in breach of their obligations under the Merger Agreement.
Completion of the Offer. Parent or Merger Sub shall have accepted for payment and paid for all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither Parent nor Merger Sub shall be entitled to assert the failure of this condition if, in breach of this Agreement or the terms of the Offer, Merger Sub fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer. ARTICLE 8
Completion of the Offer. The Acquisition Sub shall have accepted for payment and paid for the Shares tendered pursuant to the Offer in accordance with the terms hereof and thereof.
Completion of the Offer. The Purchaser shall have (i) commenced the Offer pursuant to Section 1.1 hereof and (ii) purchased, pursuant to the terms and conditions of such Offer, all shares of Company Common Stock duly tendered and not withdrawn; provided, however, that neither Parent nor the Purchaser shall be entitled to rely on the condition in clause (ii) above if either of them shall have failed to purchase shares of Company Common Stock pursuant to the Offer in breach of their obligations under this Agreement.