Obligation on becoming a Shareholder Clause Samples

Obligation on becoming a Shareholder. If, prior to the date of the Scheme Meeting, the Bidder or any Associate of the Bidder acquires, legal and/or beneficial ownership of any Shares, the Bidder must (or must procure such Associate to, as the case may be) as soon as reasonably practicable enter into a deed poll in the form set out in the Schemes Guidance Note, in favour of the Takeovers Panel, under which the Bidder (or such Associate, as the case may be) agrees to vote the relevant Shares in favour of the Scheme Resolution at the Scheme Meeting. Nothing in this clause 5.7, represents a waiver of, or variation to, clause 7.1 of the Confidentiality Agreement (which deals with prohibitions on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇).
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Obligation on becoming a Shareholder. If, prior to the date of the Scheme Meeting, the Acquirer or any Associate of the Acquirer (other than Mercury) acquires beneficial ownership of, or effective control over, any Shares, the Acquirer must (or must procure such Associate to, as the case may be) as soon as reasonably practicable enter into a deed poll in the form set out in the Schemes Guidance Note under which the Acquirer (or such Associate, as the case may be) agrees to vote the relevant Shares in favour of the Scheme Resolution at the Scheme Meeting.
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Obligation on becoming a Shareholder. If, between the date of this Agreement and the date of the Scheme Meeting, Bidco, or any Related Company of Bidco or any Consortium Person acquires beneficial ownership of, or effective control over, any Shares, Bidco must as soon as reasonably practicable enter into a deed poll in the form set out in the Schemes Guidance Note under which Bidco agrees to vote, or procure that its Related Company or relevant Consortium Person vote, the relevant Shares in favour of the Scheme Resolution at the Scheme Meeting provided that this requirement will not apply in respect of any portfolio company of Ontario Teachers’ Pension Plan Board or BGH Capital Pty Ltd where the Takeovers Panel has informed Bidco that a deed poll is not required.
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Related to Obligation on becoming a Shareholder

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below. (a) ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.

  • Resignation of a Guarantor (a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter. (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

  • Obligation of Parent Parent shall ensure that Purchaser duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities applicable to Purchaser under this Agreement, and Parent shall be jointly and severally liable with Purchaser for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.

  • Obligations to or by Stockholders Except as disclosed in the Parent SEC Documents, the Parent has no Liability or obligation or commitment to any stockholder of Parent or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any stockholder of Parent, nor does any stockholder of Parent or any such Affiliate or associate have any Liability, obligation or commitment to the Parent.

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.