Structure of the Offer Clause Samples

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Structure of the Offer. It is intended that the Offer will be implemented by way of a takeover offer under Part 28 of the Act and under the Takeover Code. The Wireless Shares shall be acquired under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement, other than the Announced Dividends. The Offer Document and the Form of Acceptance accompanying the Offer Document will be published within 28 days of this announcement (subject to any extension agreed by News Corp (UK & Ireland) and Wireless with the consent of the Panel). The Offer Document and accompanying Form of Acceptance will be made available to all Wireless Shareholders at no charge to them. Wireless Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information. An indicative timetable setting out the expected dates for implementation of the Offer will be included in the Offer Document. News Corp (UK & Ireland) reserves the right to elect (subject to the prior consent of the Panel) to effect the Offer by way of a court-sanctioned scheme of arrangement under Part 26 of the Act.
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Structure of the Offer. It is intended that the Offer will be effected by means of a Court-approved scheme of arrangement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Scheme Shareholders under Part 26 of the Companies Act. LMP Bidco reserves the right to elect to implement the Offer by way of a Takeover Offer (with the consent of the Panel and subject to the terms of the Co-operation Agreement). The purpose of the Scheme is to provide for LMP Bidco to become the holder of the entire issued and to be issued share capital of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. The Scheme is an arrangement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Scheme Shareholders pursuant to which the Scheme Shares will be transferred to LMP Bidco in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this Announcement. The Offer will be put to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shares voted. In addition, at the General Meeting to implement the Scheme a special resolution to approve the adoption of the Amended ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Articles must be passed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders representing at least 75 per cent. of the votes validly cast on that resolution. The General Meeting will be held immediately after the Court Meeting. The Scheme will also be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become effective once an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shareholders, whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour). Subject to the satisfaction of the Conditions, the Scheme is expected to become effective in early 2020. Any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. Any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shares issued after the Scheme Record Time will be subject to the Amended ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Articles and be automatically transferred to LMP Bidco. The Offer will lapse if the Scheme does not ...
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Structure of the Offer. It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement between Stock Spirits and the Scheme Shareholders under Part 26 of the Companies Act. The procedure involves, among other things, an application by Stock Spirits to the Court to sanction the Scheme, by which the Scheme Shares held by Scheme Shareholders will be transferred to Bidco in consideration for which the Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of Stock Spirits. The Scheme will be subject to the Conditions and further terms referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. In particular, the Scheme will only become effective if, among other things, the following events occur on or before the Long-Stop Date: Upon the Scheme becoming effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Stock Spirits Shares will cease to be valid and entitlements to Stock Spirits Shares held within the CREST system will be cancelled. The cash consideration for the transfer of the Scheme Shares to Bidco will be dispatched to Scheme Shareholders no later than 14 days after the Effective Date. Unless the Condition in paragraph 3 of Part A of this Appendix 1 is waived by Bidco, the Offer is conditional upon the European Commission and/or, in the event of a full or partial referral of the Offer to one or more Member State(s) under Articles 9(1) or 9(5) of Council Regulation (EC) 139/2004/EC, the competent authority of such Member State(s) issuing a Phase 1 clearance decision or being deemed to have done so. If the Scheme does not become effective by no later than the Long-Stop Date, it will lapse and the Offer will not proceed (unless Bidco and Stock Spirits otherwise agree and the Panel otherwise consents, or the Panel requires an extension to the Long-Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code). The Conditions in paragraph 2 of Appendix 1 to this announcement provide that Bidco shall make an announcement by 8.00 a.m. on the business day following the deadline applicable to such C...
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Related to Structure of the Offer

  • Commencement of the Offer Provided that this Agreement shall not have been terminated in accordance with Article 9, as promptly as practicable after the Agreement Date (but in no event more than ten (10) Business Days after the Agreement Date), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer.

  • Terms of the Offer The Issue Price and the Value Date of the Securities and the start of the Public Offer are specified below. Issue Price: SEK 81.49 Value Date: 18 April 2016 Public Offer: in Sweden starting from: 15 April 2016 The Public Offer will end with the term of the Securities, but at the latest with the expiry of the va- lidity of the Base Prospectus. The end of term is specified in chapter II. Terms and Conditions.

  • TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.

  • Conditions of the Offer Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists: (a) a preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (i) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Units by the Purchaser (which is an affiliate of the General Partner), (ii) imposes or confirms limitations on the ability of the Purchaser effectively to exercise full rights of ownership of any Units, including without limitation the right to vote any Units acquired by the Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Partnership's Limited Partners, (iii) requires divestiture by the Purchaser of any Units, (iv) causes any material diminution of the benefits to be derived by the Purchaser as a result of the transactions contemplated by the Offer, or (v) might materially adversely affect the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Purchaser or the Partnership; (b) there shall be any action taken, or any statute, rule, regulation or order proposed, enacted, enforced, promulgated, issued or deemed applicable to the Offer by any federal or state court, government or governmental authority or agency, which might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above; (c) any change or development shall have occurred or been threatened since the date of the Offer to Purchase, in the business, properties, assets, liabilities, financial condition, operations, results of operations or prospects of the Partnership, which is or may be materially adverse to the Partnership, or the Purchaser (which is an affiliate of the General Partner) shall have become aware of any fact that does or may have a material adverse effect on the value of the Units; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) any limitation by any governmental authority on, or other event which might affect, the extension of credit by lending institutions or result in any imposition of currency controls in the United States, (iv) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States, (v) a material change in United States or other currency exchange rates or a suspension of, or imposition of a limitation on, the markets thereof, or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or (e) it shall have been publicly disclosed or the Purchaser (which is an affiliate of the General Partner) shall have otherwise learned that (i) more than ten percent of the outstanding Units have been or are proposed to be acquired by another person (including a "group" within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person or group that prior to such date had filed a Statement with the Commission pursuant to Section 13(d) or (g) of the Exchange Act has increased or proposes to increase the number of Units beneficially owned by such person or group as disclosed in such Statement by two percent or more of the outstanding Units. The foregoing conditions are for the sole benefit of the Purchaser (which is an affiliate of the General Partner) and may be asserted by the Purchaser regardless of the circumstances giving rise to such conditions or may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion. Any determination by the Purchaser (which is an affiliate of the General Partner) concerning the events described above will be final and binding upon all parties.

  • Terms and Conditions of the Offer Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent), as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to: (i) the condition (the “Minimum Condition”) that, prior to the expiration of the Offer, there be validly tendered and not withdrawn in accordance with the terms of the Offer a number of Company Shares that, together with the Company Shares then owned by Parent and Acquisition Sub (if any), represents at least a majority of all then outstanding Company Shares on a fully diluted basis, assuming the issuance of all Company Shares that may be issued upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights that are then, or then scheduled to become, exercisable within ninety (90) days following the then scheduled expiration of the Offer in accordance with the terms and conditions thereof (other than the Top-Up Option); and (ii) the other conditions set forth in Annex A.