Minimum Acceptance Condition definition
Minimum Acceptance Condition means, in relation to an Offer, an Acceptance Condition of not less than 75 per cent. of the issued ordinary share capital of the Target on a fully diluted basis (assuming exercise in full of all options, warrants and other rights to require allotment or issue of any shares in Target, whether or not such rights are then exercisable).
Minimum Acceptance Condition means that the number of acceptances received by the Offeror in respect of the Offer from shareholders of the Target in respect of the Target Shares and/or Target Shares otherwise acquired or owned by the Offeror (or to be acquired or owned by the Offeror on the date the payment is made by the settlement agent to the shareholders in connection with the Offer) exceeds 50% of the total issued and outstanding Target Shares (for the avoidance of doubt, excluding any treasury shares held by the Target).
Minimum Acceptance Condition means, in the case of an Offer, both seventy-five percent (75%) or more in nominal value of each class to which the Offer relates and seventy-five percent (75%) of the voting rights carried by each class of those shares.
Examples of Minimum Acceptance Condition in a sentence
If the Offeror acquires less than 95% and decides, in its sole discretion, to waive the Minimum Acceptance Condition, the Offeror has indicated that it intends to utilise any legal measures available to it in order to acquire full ownership of Royal Reesink (e.g. an asset transaction, statutory (cross border) merger or de-merger, contribution of assets and/or cash against issue by Royal Reesink of additional shares).
The Offeror is not obliged to extend the Offer if the condition of the Offer as set out in Section 2.6 (Minimum Acceptance Condition) of this Offer Document is not fulfilled by the Closing Date(s).
The completion of such Mandatory Offer shall be conditioned upon the satisfaction of a minimum acceptance condition of a number of Shares equal to at least 50.1% of all Shares held by the Mandatory Offer Shareholders (the Minimum Acceptance Condition).
Acquiror reserves the right to require that any or all of the Offer Conditions (other than the Minimum Acceptance Condition) be satisfied as a pre-condition to the making of the Offer.
The Parent shall, if waiving the Minimum Acceptance Condition and completing the Offer in accordance with this paragraph (c), on the date of the announcement of the outcome of the Offer, initiate the process of converting sufficient options in the Target owned by the Parent to shares required in order to become the owner of shares representing not less than 90 per cent.
More Definitions of Minimum Acceptance Condition
Minimum Acceptance Condition means the acquisition by Topco of at least 80% of the then outstanding Maersk Drilling Shares and voting rights of Maersk Drilling (which percentage may be lowered by Topco in its sole discretion to not less than 70%).
Minimum Acceptance Condition means , with respect to an Offer, the condition set forth in the Offer Documents with respect to the number of acceptances to an Offer which must be secured to declare such Offer unconditional as to acceptances which shall be equal to or more than 75% of the Target shares carrying voting rights.
Minimum Acceptance Condition an Acceptance Condition which shall not be capable of being satisfied unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower or any Acquisition Co (if any), result in the Borrower (directly or indirectly) holding shares representing, in any case, more than 50 % of all Target Shares on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Takeover Offer is declared unconditional as to acceptances.
Minimum Acceptance Condition means the valid acceptance by eligible Marel Shareholders representing (when taken together with any Marel Shares acquired or agreed to be acquired by the Offeror other than through the Offer in accordance with applicable law) of at least 90% (or, in the Offeror’s sole discretion, a lower percentage, which will not be reduced below 80% without Marel’s consent) of the issued and outstanding share capital and voting rights of Marel (excluding Marel Shares owned by any of Marel’s subsidiaries) as of the Offer Closing Time and such acceptances not being withdrawn or subject to any third party consents in respect of pledges or other rights.
Minimum Acceptance Condition means an Acceptance Condition which shall not be capable of being satisfied unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Parent Guarantor, the Borrower or any Acquisition Co (if any), result in the Parent Guarantor (directly or indirectly) holding shares representing, in any case, more than 50% of all Target Shares on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Takeover Offer is declared unconditional as to acceptances.
Minimum Acceptance Condition an Acceptance Condition which shall not be capable of being satisfied unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower or any Acquisition Co (if any), result in the Borrower (directly or indirectly) holding shares representing, in any case, more than 50 % of all Target Shares on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Takeover Offer is declared unconditional as to acceptances. “Moody’s”: ▇▇▇▇▇’▇ Investors Service, Inc. or any successor thereto. “Multiemployer Plan”: a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. “Net Proceeds”: (a) with respect to the borrowing, incurrence, issuance, offering or placement of Indebtedness or equity interests, the excess, if any, of (i) the aggregate amount of all cash received by the Borrower or any Subsidiary in connection with such transaction over (ii) the fees, underwriting discounts, commissions and other expenses incurred by the Borrower or any of its Subsidiaries in connection therewith, and (b) with respect to any Asset Sale, the cash proceeds received from such Asset Sale (including any cash received by way of deferred payment pursuant to a note receivable or otherwise, but only as and when so received) net of the direct costs of such Asset Sale, including (A) payments made to retire any Indebtedness or other obligations that is secured by such asset or that is required to be repaid in connection with the sale thereof (other than the Loans), (B) the fees and expenses incurred by the Borrower or any of its Subsidiaries in connection therewith, (C) taxes paid or reasonably estimated to be payable by the Borrower or any of its Subsidiaries in connection with such transaction, (D) the amount of reserves reasonably established by the Borrower or any of its Subsidiaries in good faith in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (C) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of its Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; provided that if the amount of such reserves exceeds the amounts charged against such r...
Minimum Acceptance Condition means the sum of Included SimCorp Shares amounting to 20,250,001 SimCorp Shares (corresponding to 50 per cent plus one (1) of all of the SimCorp Shares, including SimCorp Treasury Shares).