Switching to a Takeover Offer Clause Samples
Switching to a Takeover Offer. (a) Subject to the terms of this Section 3.6, in the event that Aon reasonably determines that a competitive situation (as that term is defined in the Takeover Rules) exists or, based on facts known at the time, may reasonably be expected to arise in connection with the Acquisition, Aon may elect (subject to receiving the Panel’s consent, if required) to implement the Acquisition by way of the Takeover Offer (rather than the Scheme), whether or not the Scheme Document has been posted.
(b) If Aon elects to implement the Acquisition by way of the Takeover Offer, WTW undertakes to provide Aon and its Representatives as promptly as reasonably practicable with all such information about WTW or any WTW Subsidiary (including directors and their connected persons) as may reasonably be required for inclusion in the Takeover Offer Document (and any prospectus in connection with the Scheme Consideration) and to provide all such other assistance as may reasonably be required by the Takeover Rules in connection with the preparation of the Takeover Offer Document, including reasonable access to, and ensuring the provision of reasonable assistance by, its management and Representatives.
(c) If Aon elects to implement the Acquisition by way of a Takeover Offer, WTW agrees:
(i) that the Takeover Offer Document will contain provisions consistent with the terms and conditions set out in the Rule 2.5 Announcement, the relevant Conditions and such other further terms and conditions as agreed (including any modification thereto) between Aon and the Panel; provided, however, that the terms and conditions of the Takeover Offer shall be at least as favorable to the WTW Shareholders and the holders of WTW Options and WTW Share Awards as those which would apply in relation to the Scheme (except for the 80% acceptance condition contemplated by paragraph 9 of Appendix 3 to the Rule 2.5 Announcement);
(ii) to reasonably co-operate and consult with Aon in the preparation of the Takeover Offer Document or any other document or filing (including any necessary prospectus in respect of the Scheme Consideration) which is required for the purposes of implementing the Acquisition; and
(iii) that, subject to the obligations of the WTW Board of Directors under the Takeover Rules, and unless the WTW Board of Directors has made a WTW Change of Recommendation pursuant to and in accordance with Section 7.3, the Takeover Offer shall incorporate a recommendation to the WTW Shareholders from the WTW Bo...
Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of Scheme. However, Bidco reserves the right, subject to the consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a Switch) if:
(a) AA provides its prior written consent (an Agreed Switch), in which case clause 6.2 shall apply;
(b) the Court Meeting and the AA General Meeting are not held on or before the 30th day after the date set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold such meetings on or before 30th day after the expected date of such meetings;
(c) the Court Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold the Court Hearing on or before the 22nd day after the expected date of such hearing;
(d) a third party announces a firm intention to make an offer for the entire issued and to be issued ordinary share capital of AA which is recommended by the AA Board; or
(e) the AA Board withdraws the AA Board Recommendation.
6.2 In the event of an Agreed Switch, unless otherwise agreed with AA or required by the Panel:
(a) the Acceptance Condition shall be set at seventy-five (75) per cent of the AA Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than fifty (50) per cent. of the AA Shares);
(b) Bidco shall not, and shall procure that no member of the Offeror Group shall, take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to the 60th day after publication of the Offer Document and Bidco shall ensure that the Takeover Offer remains open for acceptances until such time;
(c) Bidco shall ensure that the only conditions to the Takeover Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition, unless the parties otherwise agree in writing...
Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Take-Two shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Takeover Offer rather than the Scheme (such election being a “Switch”) only if:
(a) Codemasters provides its prior written consent (an “Agreed Switch”), in which case clause 6.2 shall apply; or
Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, to the extent permitted pursuant to applicable Law, MTL shall be entitled, with the consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a Switch) if (but only if):
6.1.1 Condor Gold provides its prior written consent;
Switching to a Takeover Offer. 7.1 The parties intend that the Acquisition will be implemented by way of the Scheme. However, the Offeror shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Takeover Offer rather than the Scheme (such election being a “Switch”) if (and only if):
7.1.1 the Offeree provides its prior written consent, such consent not to be unreasonably withheld, delayed or conditioned (such election being an “Agreed Switch”);
7.1.2 a third party announces a possible offer under Rule 2.4 of the Code for all or part of the issued and to be issued share capital of the Offeree;
7.1.3 a third party announces pursuant to Rule 2.7 of the Code a firm intention to make an offer for all or part of the issued and to be issued ordinary share capital of the Offeree;
7.1.4 an Offeree Board Recommendation Change occurs;
7.1.5 any person (other than Bidco or any person acting in concert with Bidco for the purposes of the Acquisition) acquires an interest in securities of the Offeree which represent the higher of:
Switching to a Takeover Offer. 5.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, to the extent permitted pursuant to applicable Law, Bidder shall be entitled, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a Switch) if:
5.1.1 Target provides its prior written consent (such consent not to be unreasonably withheld or delayed) (Agreed Switch);
5.1.2 a Target Board Adverse Recommendation Change occurs;
5.1.3 any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Code apply with respect to the Acquisition; or
5.1.4 a Competing Proposal is announced:
5.1.4.1 under Rule 2.7 of the Code; or
5.1.4.2 under Rule 2.4 of the Code, except where the announcement under Rule 2.4 is made by a Third Party and Target had no knowledge of a possible offer for the Target by that Third Party or any person acting in concert with that Third Party; or
5.1.5 Target announces that it or any member of its Group has entered into one or more legally binding agreements (whether or not subject to conditions) to effect a Competing Proposal.
5.2 In the event of an Agreed Switch, unless otherwise agreed with Target or required by the Panel:
5.2.1 Bidder shall:
5.2.1.1 discuss any announcements relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch with Target in a timely manner;
5.2.1.2 prepare, as soon as reasonably practicable, the Offer Document and related form of election and form of acceptance;
5.2.1.3 consult with Target as to the timing of the publication of the Offer Document, the form of election and the form of acceptance; and
5.2.1.4 consult with Target as to the form and content of the Offer Document, the form of election and the form of acceptance allowing Target a reasonable opportunity to consider the draft Offer Document for review and comment;
5.2.2 Bidder agrees to seek Target's approval of the information for which the Target Directors are taking responsibility, contained in the Offer Document before it is published, and to afford Target a reasonable opportunity to consider such document in order to give its approval of such information (such approval not to be unreasonably withheld or delayed);
5.2.3 the Acceptance Condition shall be set at 90% of the Target Shares to which the Takeover Offer relates (or such lesser percentage as may be determined by ...
Switching to a Takeover Offer.
6.1 ▇▇▇▇ ▇▇▇▇▇ and Bidco currently intend that the Acquisition will be implemented by way of the Scheme. However, Bidco shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Takeover Offer rather than the Scheme (such election being a Switch) if:
(a) ▇▇▇▇ ▇▇▇▇▇ provides its prior written consent (an Agreed Switch), in which case clause 6.2 shall apply;
(b) a third party announces a firm offer for all or 30 per cent. or more of the issued and to be issued ordinary share capital of ▇▇▇▇ ▇▇▇▇▇: (i) which is recommended in whole or part by the ▇▇▇▇ ▇▇▇▇▇ Board (whether unanimously or by majority), or (ii) following which the ▇▇▇▇ ▇▇▇▇▇ Board fails to publicly reaffirm its unanimous and unconditional recommendation to the ▇▇▇▇ ▇▇▇▇▇ Shareholders to vote in favour of the Scheme within five Business Days of being requested by Bidco in writing to do so;
(c) the ▇▇▇▇ ▇▇▇▇▇ Board: (i) does not include the ▇▇▇▇ ▇▇▇▇▇ Board Recommendation in the Scheme Document, (ii) withdraws, qualifies or adversely modifies the ▇▇▇▇ ▇▇▇▇▇ Board Recommendation prior to the Court Meeting or the Company General Meeting, or (iii) prior to publication of the Scheme Document, withdraws, qualifies or adversely modifies its intention to give the ▇▇▇▇ ▇▇▇▇▇ Board Recommendation in any such document, including making any public statement to such effect; or
(d) the ▇▇▇▇ ▇▇▇▇▇ Court Meeting and the ▇▇▇▇ ▇▇▇▇▇ General Meeting are not held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed in writing between Bidco and ▇▇▇▇ ▇▇▇▇▇ with the consent of the Panel and the approval of the Court (if such approval is required)) unless a supplementary circular is required to be published in connection with the Scheme, and as a result the ▇▇▇▇ ▇▇▇▇▇ Court Meeting and the ▇▇▇▇ ▇▇▇▇▇ General Meeting cannot be held by such date in compliance with the Code and Law, provided that the Company has used all reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after the date on which the requirement to publish a supplementary circular arises.
6.2 In the event of any Agreed Switch, unless otherwise agreed with ▇▇▇▇ ▇▇▇▇▇ or required by the Panel:
(a) Bidco will:
(i) prepare, as soon as reasonably practicable, the Offer Document and Form of Acceptance;
(ii) consult with ▇▇▇▇ ▇▇▇▇▇ as to the timing of the publication of the Offer Document and the Form of...
Switching to a Takeover Offer. 5.1 SNC-Lavalin (GB) shall be entitled, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer (rather than the Scheme), on substantially the same terms and conditions as the Scheme, subject only to appropriate amendments to reflect the switch to a Takeover Offer (such election to be referred to as a Switch) if:
(a) Atkins and SNC-Lavalin (GB) agree in writing (an Agreed Switch);
(b) an Independent Competing Transaction is recommended by the Atkins Directors;
(c) Atkins announces that the Atkins Directors no longer intend to give, or intend to adversely modify or qualify, the Atkins Recommendation; or
(d) the Atkins Recommendation is not made in the Scheme Circular or is subsequently withdrawn or adversely modified or qualified.
5.2 In the event of a Switch and following SNC-Lavalin (GB)’s announcement of its firm intention to make the Takeover Offer, clause 4 shall cease to apply.
5.3 The parties agree that, in the event of an Agreed Switch, all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis, together with such further terms in relation to the Takeover Offer as Atkins and SNC-Lavalin (GB) agree in writing at the time of making the agreement for the purposes of clause 5.1(a).
Switching to a Takeover Offer. 3.1 Paddy Power shall be entitled, with the consent of the Panel, to implement the Merger by way of the Takeover Offer, rather than the Scheme of Arrangement if:
(a) Betfair provides its prior written consent (an “Agreed Switch”);
(b) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Betfair which is recommended by the Betfair Board; or
(c) the Betfair Board withdraws its unanimous and unconditional approval of the Scheme of Arrangement.
3.2 In the event of any Agreed Switch, the Parties agree:
(a) that the provisions of this Agreement relating to the Scheme of Arrangement and its implementation shall apply to the Takeover Offer and its implementation mutatis mutandis; and
(b) save in respect of the Takeover Offer Document, the obligations of each Party to co-operate, consult with and take into account the reasonable suggestions of the other Party in the preparation of any documents shall apply mutatis mutandis.