Conduct of Offer and/or Scheme Clause Samples

The 'Conduct of Offer and/or Scheme' clause sets out the procedures and responsibilities for how parties must manage and execute a takeover offer or scheme of arrangement. It typically details the steps each party must take, such as providing information, cooperating with regulatory filings, and coordinating public announcements or shareholder communications. By clearly allocating duties and establishing a framework for collaboration, this clause ensures the transaction process runs smoothly and minimizes misunderstandings or delays.
Conduct of Offer and/or Scheme. (a) The Borrower shall not waive, amend or treat as satisfied any term or condition relating to the Closing Date Acquisition from that set out in the draft Rule 2.7 Announcement, in a manner or to the extent that would be materially prejudicial to the interests of the Lenders (taken as a whole) under the Loan Documents, other than any amendment or waiver: (i) made with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed); (ii) required or requested by the Takeover Panel or the Court, or reasonably determined by the Borrower as being necessary to comply with the requirements or requests (as applicable) of the Takeover Code, the Takeover Panel or the Court or any other applicable law, regulation or regulatory body; (iii) that changes the purchase price (or amendment to any written agreement related thereto) in connection with the Closing Date Acquisition, so long as (A) any increase in the purchase price is either (x) no greater than 10% of the purchase price set forth in the Acquisition Documents (as in effect on the Effective Date) or (y) not funded with additional Indebtedness and (B) any reduction in the purchase price is no greater than 10% of the purchase price set forth in the Acquisition Documents (as in effect on the Effective Date); (iv) extending the period in which holders of the Target Shares may accept the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing); (v) to the extent required to allow the Closing Date Acquisition to switch from being effected by way of an Offer to a Scheme or from a Scheme to an Offer; or (vi) that relates to a condition or conditions that the Borrower reasonably considers that the Borrower would not be entitled, in accordance with Rule 13.5(a) of the Takeover Code, to invoke so as to cause the Closing Date Acquisition not to proceed. (b) Unless otherwise agreed by all of the Lenders, if the Closing Date Acquisition is effected by way of an Offer, the Borrower shall not specify an Acceptance Condition for such Offer of less than the Minimum Acceptance Threshold. (c) The Borrower shall not take any steps as a result of which any member of the Group is obliged to make a mandatory offer under Rule 9 of the Takeover Code.
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Related to Conduct of Offer and/or Scheme

  • Method of Offer and Sale The Shares may be offered and sold (A) in privately negotiated transactions with the consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Shares by the Agent shall be at the Agent’s discretion.

  • Conduct of Logging Unless otherwise specifi- cally provided herein, Purchaser shall fell trees desig- nated for cutting and shall remove the portions that meet Utilization Standards, as provided in B2.2, prior to accep- tance of subdivision for completion of logging under B6.36. Forest Service may make exceptions for occa- sional trees inadvertently not cut or trees or pieces not removed for good reason, including possible damage to forest resources or gross economic impracticability at the time of removal of other timber. Logging shall be con- ducted in accordance with the following, unless C6.4 pro- visions set forth requirements to meet special or unusual logging conditions:

  • Expiration of Offer This offer, unless accepted or countered by Seller, shall automatically terminate at   o’clock on  ,  . Time is of the essence. Signed and sealed by each party as of the dates below. ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     __________________________________________________(SEAL)

  • Suspension of Offers and Sales Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

  • Consummation of Offer Purchaser (or Parent on Purchaser’s behalf) shall have accepted for payment all of the Shares validly tendered pursuant to the Offer and not validly withdrawn.