UNDERTAKING TO ACCEPT THE OFFER Sample Clauses

UNDERTAKING TO ACCEPT THE OFFER. 2.1 The Vendor irrevocably agrees and undertakes to accept, or procure the acceptance of, the Offer in respect of the Committed Shares. 2.2 The Vendor further irrevocably agrees and undertakes that he will procure that such acceptance is not withdrawn notwithstanding that such withdrawal may be permitted under the terms of the Offer. 2.3 The Vendor irrevocably and by way of security for his obligations hereunder appoints the Purchaser and any director of the Purchaser to be his attorney to sign, execute and deliver on his behalf forms of acceptance and any other document required for a valid acceptance of the Offer in respect of the Committed Shares and to do all acts and things in his name as may be necessary for or incidental to such acceptance. 2.4 The Vendor irrevocably agrees and undertakes to accept the Roll-over Proposal in respect of Committed Options with an Option Value representing not less than 45 per cent of the aggregate Option Value of all of the Committed Options, such acceptance to be made in respect of options which will vest later before acceptance is made in respect of options vesting sooner. For this purpose "Option Value" means in respect of an Option the difference between the exercise price for such Option and $20.
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UNDERTAKING TO ACCEPT THE OFFER. 2.1 The Vendor irrevocably agrees and undertakes to accept, or procure the acceptance of, the Offer in respect of the Committed Shares. 2.2 The Vendor further irrevocably agrees and undertakes that he will procure that such acceptance is not withdrawn notwithstanding that such withdrawal may be permitted under the terms of the Offer. 2.3 The Vendor irrevocably and by way of security for his obligations hereunder appoints the Purchaser and any director of the Purchaser to be his attorney to sign, execute and deliver on his behalf forms of acceptance and any other document required for a valid acceptance of the Offer in respect of the Committed Shares and to do all acts and things in his name as may be necessary for or incidental to such acceptance.
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UNDERTAKING TO ACCEPT THE OFFER. 2.1 The Vendor irrevocably agrees and undertakes to accept, or procure the acceptance of, the Offer in respect of the Committed Shares. 2.2 The Vendor further irrevocably agrees and undertakes that he will procure that such acceptance is not withdrawn notwithstanding that such withdrawal may be permitted under the terms of the Offer. 2.3 The Vendor irrevocably and by way of security for his obligations hereunder appoints the Purchaser and any director of the Purchaser to be his attorney to sign, execute and deliver on his behalf forms of acceptance and any other document required for a valid acceptance of the Offer in respect of the Committed Shares and to do all acts and things in his name as may be necessary for or incidental to such acceptance. 2.4 The Vendor irrevocably agrees and undertakes to accept the Roll-over Proposal in respect of Committed Options with an Option Value representing not less than 45 per cent of the aggregate Option Value of all of the Committed Options, such acceptance to be made in respect of options which will vest later before acceptance is made in respect of options vesting sooner. For this purpose "Option Value" means in respect of an Option the difference between the exercise price for such Option and $20. The Vendor further irrevocably agrees that the Rolled-over Options granted to him in respect of the rolling over of Committed Options with vesting conditions based on share prices less than the Offer Price will be deemed not to have vested but will vest in three equal tranches on January 1 of each of the years 2001, 2002 and 2003, except in the case of voluntary termination of the Vendor's employment with the Parent and its subsidiaries upon terms mutually satisfactory to Parent (or its relevant subsidiary) and the Vendor, set forth in a written agreement between Parent (or such subsidiary) and the Vendor, in which case the deferral of the vesting of the Rolled-over Options will automatically cease and such options will then vest.
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UNDERTAKING TO ACCEPT THE OFFER. ‌ 3.1 Subject to the terms of this Undertaking, we irrevocably undertake to accept, or cause the registered holder to accept, the Offer in respect of all the Subject Shares. We understand that this undertaking will lapse only upon the occurrence of any of the events set out in Clause 10.1 of this Undertaking.‌ 3.2 We agree that we will fulfil or will seek to procure the fulfilment of the undertaking set out in Clause 3.1 above after the despatch to Tungsten Shareholders of the Offer Document and in any event by no later than 3:00 pm on Day 54 of the Offer (being Day 53 (as such term is defined in the Code) plus one day) after the despatch to Tungsten Shareholders of the Offer Document by taking the following action: (a) in the case of Subject Shares held in certificated form (if applicable), we will forward or procure the forwarding of all relevant share certificates and other documents of title in respect of the Subject Shares or a form of indemnity acceptable to the board of directors of Tungsten in respect of any lost certificates or other documents of title; and (b) in the case of Subject Shares held in uncertificated form, by taking or procuring the taking of any action as may be specified in the Offer Document to effect acceptance in relation to such Subject Shares.
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Related to UNDERTAKING TO ACCEPT THE OFFER

  • CONDITIONS TO THE OFFER (a) Notwithstanding any other provisions of the Offer, Acquisition shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c) under the Exchange Act (relating to Acquisition's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (y) the Minimum Condition shall not have been satisfied or (z) at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant to the Offer, any of the following events shall occur: (i) [reserved]; (ii) from the date of this Agreement until the Tender Offer Purchase Time, any Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which is in effect at the Tender Offer Purchase Time and which (A) makes the acceptance for payment of, or the payment for, some or all of the Shares illegal or otherwise prohibits consummation of the Offer, the Merger or any of the other transactions contemplated hereby, or (B) prohibits Acquisition from operating or deriving benefits from the majority of the value of the operations of the Company and its subsidiaries taken as a whole to operate the Company; provided, however, that the parties shall use reasonable efforts (subject to the proviso in Section 5.6(b)) to cause any such decree, judgment or other order to be vacated or lifted prior to September 30, 2000; (iii) [reserved]; (iv) the representations and warranties of the Company set forth in this Agreement shall not be true and correct on the date of this Agreement or the Company shall have breached or failed in any respect to perform or comply with any material obligation, agreement or covenant required by this Agreement to be performed or complied with by it at or prior to such time except, where the failure of representations and warranties (without regard to materiality qualifications therein contained) to be true and correct, or the performance or compliance with such obligations, agreements or covenants, would not, individually or in the aggregate, have a Material Adverse Effect; (v) this Agreement shall have been terminated in accordance with its terms; (vi) there shall have occurred an acceptance by the Company of a Superior Proposal; (vii) [reserved]; (viii) the Board shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer, shall have recommended to the Company's stockholders a Third Party Acquisition or shall have adopted any resolution to effect any of the foregoing; (ix) [reserved]; (x) [reserved]; (xi) [reserved]; (xii) from the date of this Agreement until the Tender Offer Purchase Time, there shall have occurred the commencement of a war having a Material Adverse Effect on the Company; which, in the reasonable judgment of Parent and Acquisition, in any such case, and regardless of the circumstances giving rise to any such condition, makes it inadvisable to proceed with the Offer and/or with such acceptance for payment or payments. (b) The conditions set forth in Section 6.1(a) (other than the Minimum Condition) are for the sole benefit of Acquisition and may be asserted by Acquisition regardless of any circumstances giving rise to any condition and may be waived (other than the Minimum Condition) by Acquisition, in whole or in part, at any time and from time to time, in the sole discretion of Acquisition. The failure by Parent or Acquisition (or any affiliate of Acquisition) at any time to exercise any of the foregoing rights will not be deemed a waiver of any right and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

  • Notification of Acceptance of General Offer of Terms Upon execution of Exhibit E, General Offer of Terms, Subscribing LEA shall provide notice of such acceptance in writing and given by personal delivery, or e-mail transmission (if contact information is provided for the specific mode of delivery), or first class mail, postage prepaid, to the designated representative below.

  • 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.

  • Covenants Relating to Conduct of Business (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice.

  • REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY The Company represents and warrants to Purchaser as follows: