Promoting the Takeover Bid Clause Samples

Promoting the Takeover Bid. During the Offer Period, in the absence of a Superior Proposal, a BC Iron Material Adverse Change or a BC Iron Prescribed Occurrence, the IOH Board will support the Takeover Bid and the Options Offer and will use reasonable endeavours to participate in efforts reasonably required by BC Iron to promote the merits of the Takeover Bid and the Options Offer, and encourage Shareholders to accept an Offer under the Takeover Bid and Optionholders to accept an Options Offer, including meeting with key Shareholders, analysts, management, customers and press if requested to do so by BC Iron and IOH agrees: (a) to include in all material public statements relating primarily to the Takeover Bid or the Options Offer (following the initial announcement of the Takeover Bid made pursuant to clause 3) and in the Target’s Statement, a statement to the effect that: (1) the Directors unanimously recommend that Shareholders accept the Offers to be made to them; (2) the Directors unanimously recommend that Optionholders accept the Options Offer to be made to them; and (3) each Director intends to accept, or procure the acceptance of, the Offers made to them in respect of all IOH Shares they control, including the IOH Shares set out in Schedule 5, in each case in the absence of a Superior Proposal; (b) not to make any public statement or take any other public action which would suggest that the Takeover Bid or the Options Offer is not unanimously recommended by the Directors unless a Superior Proposal emerges; and (c) not to withdraw its recommendation subsequently unless a Superior Proposal emerges.
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Related to Promoting the Takeover Bid

  • Material Transactions or Affiliations Except as disclosed herein and in the IACH Schedules, there exists no contract, agreement or arrangement between IACH and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer or director. IACH has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

  • No General Solicitation or Advertising in Regard to this Transaction Neither the Company nor any of its affiliates nor any person acting on its or their behalf (a) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to any of the Shares, or (b) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Common Stock under the Securities Act.

  • No Shareholder Approval By either Buyer or Company (provided in the case of Company that it shall not be in material breach of any of its obligations under Section 5.04), if the Requisite Company Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of such shareholders or at any adjournment or postponement thereof.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Acquisition Proposal “Acquisition Proposal” shall mean any offer or proposal (other than an offer or proposal made or submitted by Parent) contemplating or otherwise relating to any Acquisition Transaction.