The Offer and Related Matters Clause Samples

The Offer and Related Matters. For so long as Newco 2 continues to proceed with the Tender Offer, procure that: (a) Each of the Acquisition Parties shall: (i) comply in all material respects with the Takeover Code, the Investment Intermediaries Act 1995 (Ireland), the Companies Acts, 1963 to 2001 (Ireland) and all other applicable laws and regulations relevant in the context of the Tender Offer, the Exchange Act and the rules and regulations promulgated thereunder; (ii) subject to any relevant requirement of the Takeover Code, provide the Agent with such information regarding the progress of the Tender Offer as it may reasonably request and in any event regarding all material matters likely to affect the interests of the Lenders in respect of the Tender Offer and upon request consult with the Agent on all such matters; (iii) subject as required by law or by any relevant regulatory requirement (including, without limitation, any provision of the Takeover Code) not issue any press release or make any statement during the course of the Tender Offer which contains any information or statement concerning (i) the Loan Documents or (ii) the Lenders, without first obtaining the prior approval of the information or statement from the Agent (acting on the instructions of Lenders, such instructions not to be unreasonably withheld or delayed); and (iv) comply with and perform (subject to due performance by the Lenders of their obligations to make Loans) all of its obligations under the Tender Offer in all material respects. (b) Each of the Acquisition Parties shall not and shall procure that Newco 2 does not without the prior written consent of the Agent (acting on the instructions of the Required Lenders, such instructions not to be unreasonably withheld or delayed): (i) amend any of the conditions or terms of the Tender Offer following posting of the Offer Document unless required by the Irish Takeover Panel or agree to an extension or increase in the Tender Offer unless such increase in price is fully funded by equity; (ii) save as required by the Irish Takeover Panel or to enable the Directors of Newco 2 to comply with Rule 13 of the Takeover Code (A) waive or fail to invoke (in whole or in part) any condition of the Tender Offer or (B) determine or declare or accept that any such condition is satisfied where it is not actually satisfied or (C) declare the Tender Offer unconditional if any condition is not fulfilled or in circumstances where it would be entitled not to declare the Tender Offer ...
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The Offer and Related Matters. 7 2.1 The Offer.................................................7 2.2
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The Offer and Related Matters. (a) The Borrower shall cause Bidco to conduct the Offer in accordance with, and otherwise comply in all material respects with, the German Takeover Code and all other applicable laws and regulations relating to the Offer. (b) The Borrower shall promptly deliver to the Administrative Agent: (i) at least 3 Business Days prior to the first submission to BaFin (and as soon as reasonably practicable prior to each other submission to BaFin, if any), a copy of the draft Offer Document to be submitted to BaFin; and (ii) promptly after its publication, a copy of any amendment, supplement or modification to the Offer Document. (c) The Borrower shall keep the Administrative Agent reasonably informed as to the status and progress of the Offer, and any material post-Acquisition transactions related thereto, including without limitation (i) any event or circumstance which may cause the Offer to lapse and, promptly upon request, details of the current level of acceptances of the Offer of which it is aware, (ii) a running tally reported to the Administrative Agent from time to time after the initial Borrowing hereunder, on the number of shares of the Target acquired by Bidco and (iii) the status of Bidco’s efforts to enter into a domination and profit and loss transfer agreement with the Target (the “Domination Agreement”). (d) Unless the Target has been merged into Bidco or converted into a limited liability company, the Borrower shall cause Bidco to use all commercially reasonable efforts to enter into the Domination Agreement as soon as practicable after the Final Settlement Date (which efforts shall include, to the extent reasonably required in order to implement the Domination Agreement, the acquisition of additional shares or convertible debt in the Target) and shall cause Bidco not to terminate such Domination Agreement. (e) The Borrower shall use reasonable endeavors to obtain the permission of BaFin and the consent of the Target to launch a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 26(2) of the German Takeover Code. .
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The Offer and Related Matters 
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Related to The Offer and Related Matters

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Right to Vote and Related Matters (a) Only those Record Holders of the Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units. (b) With respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in exercising the voting rights in respect of such Units on any matter, and unless the arrangement between such Persons provides otherwise, vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled to assume it is so acting without further inquiry. The provisions of this Section 13.12(b) (as well as all other provisions of this Agreement) are subject to the provisions of Section 4.3.

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Definitions and Related Matters For purposes of this Agreement, the capitalized terms used herein shall have the meanings assigned to them herein or in the attached Exhibit 1 and, for purposes of this Agreement and all other documents executed in connection herewith, the rules of construction set forth in Exhibit 1 shall govern.

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.