Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and the Merger Agreement, Purchaser will Table of Contents consummate the Offer and will pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the Expiration Time and, in any event, no more than three (3) business days after the consummation of the Offer. In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not withdrawn prior to the Expiration Time if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates are submitted for more Shares than are tendered, such unpurchased Shares will be returned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination of the Offer. In the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTC. If, prior to the Expiration Time, Purchaser increases the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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Samples: Offer to Purchase (Luminex Corp)
Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedamended in accordance with the terms of the Merger Agreement, the terms and conditions of any such extension or amendment) and the Merger Agreement), Purchaser will Table including satisfaction or waiver of Contents consummate all of the Offer Conditions, the Offeror will, and Parent will cause the Offeror to, at or promptly after, the Expiration Date, irrevocably accept for payment, and at or promptly following acceptance for payment, pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time and, in any event, no more than three (3) business days after the consummation of the Offer. In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary and Paying Agent of (a) certificates representing such those Shares or confirmation of the book-entry transfer of such those Shares into the Depositary’s Depositary and Paying Agent's account at The Depository Trust Company (“"DTC”") pursuant to the procedures set forth in Section 3 — “Procedures 3—"Procedures for Tendering Shares,” " (b) a Letter of Transmittal (or or, with respect to a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an "Eligible Institution"), a manually signed executed facsimile thereofthereof or an Agent's Message (as defined in Section 3—"Procedures for Tendering Shares" below)), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures 3—"Procedures for Tendering Shares.” " Accordingly, tendering stockholders may be paid at different times depending upon when certificates or book-entry transfer confirmations with respect to their Shares are actually received by the Depositary and Paying Agent. For purposes of the Offer, Purchaser the Offeror will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not validly withdrawn prior to the Expiration Time if and when Purchaser the Offeror gives oral or written notice to the Depositary and Paying Agent of its acceptance for payment of such those Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the DepositaryDepositary and Paying Agent, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser the Offeror and transmitting such those payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including or if certificates are submitted for more Shares than are tendered, such those unpurchased Shares will be returned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent)returned, without expense to in "book-entry" form in your name with the tendering stockholder promptly following expiration or termination of the Offer. In transfer agent (or, in the case of Shares tendered by book-entry transfer into the Depositary’s Depositary and Paying Agent's account at DTC pursuant to the procedures set forth in Section 3 — “Procedures 3—"Procedures for Tendering Shares,” such " those Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer. If, prior to the Expiration TimeDate, Purchaser the Offeror increases the consideration offered to holders of Shares pursuant to the Offer, such that increased consideration will be paid to holders of all Shares that are purchased tendered pursuant to the Offer, whether or not such those Shares were tendered prior to such that increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions For purposes of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment) and the Merger Agreement, Purchaser Fund will Table of Contents consummate the Offer and will pay be deemed to have accepted for all payment Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as soon as practicable after the Expiration Time and, in any event, no more than three (3) business days after the consummation of the Offerclose of business on the Valuation Date. In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary Subadministrator of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the executed Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures The Fund expressly reserves the right, in its sole discretion, to delay the acceptance for Tendering payment of, or payment for, Shares.” , in order to comply, in whole or in part, with any applicable law. For purposes Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the OfferPurchase Price will consist of a non-interest-bearing, Purchaser non-transferable promissory note (the "Note") entitling the Shareholder to an initial payment (the "Initial Payment") and a final payment (the "Final Payment"). The Initial Payment will be deemed equal to have accepted 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for payment and thereby purchased Shares validly tendered and not withdrawn fiscal year ending March 31, 2007, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its fiscal year end of March 31, 2007; provided, however, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the Expiration Time if and when Purchaser gives oral or written notice completion of the Fund's audit. The Note will be delivered to the Depositary tendering Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of its acceptance for payment the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of such Shares Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "Cash Payments") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Offer. Payment for Shares accepted for payment pursuant Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the Offer will be made by deposit tendering Shareholder at the address of the purchase price therefor record with the DepositaryFund or to the tendering Shareholder's brokerage account, which in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be subject upon withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the tendering stockholders for purposes of receiving payments Cash Payments and the Note from Purchaser and transmitting such payments the Fund to the tendering stockholdersShareholders. Under no circumstances will interest be paid on the Offer Purchase Price for SharesShares be paid, regardless of any extension of delay in delivering such payments to any Shareholder. If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer or for any delay reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in payment for SharesSection 4 of this Offer to Purchase. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates or are submitted for more Shares than are tenderednot paid because of an invalid tender, such unpurchased those Shares will be returned or remain credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination account of the Offerrelevant tendering Shareholder. In The Fund normally calculates the case NAV of Shares tendered by book-entry transfer into approximately 45 days after the Depositary’s account at DTC pursuant to end of the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTCmonth. If, prior to the Expiration Time, Purchaser increases the consideration offered to holders The most recent NAV of Shares pursuant to is available by calling the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect whollySubadministrator toll free at (000) 000-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer0000.
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Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and the Merger Agreement), Purchaser will Table of Contents consummate the Offer accept for payment and will pay for all Shares validly tendered and not properly withdrawn pursuant on or prior to the Offer Expiration Date as soon as practicable after the Expiration Time andDate; provided, in any eventhowever, no more than three (3) business days after that the consummation conditions of the Offer. In all casesOffer set forth in Section 14, payment for including, without limitation, the expiration or termination of any waiting periods applicable to the acquisition of Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by under the Depositary of (a) certificates representing such Shares HSR Act, have been satisfied or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant waived prior to the procedures set forth Expiration Date. In addition, Purchaser reserves the right, in Section 3 — “Procedures its sole discretion and subject to applicable law and the Merger Agreement, to delay the acceptance for Tendering Shares,” (b) a Letter payment of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, payment for Shares in order to comply in whole or in part with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittalapplicable law. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased purchased) Shares validly tendered and not properly withdrawn prior to the Expiration Time if if, as and when Purchaser gives oral or written notice to the Depositary of its Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. Payment Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering Shareholders for the tendering stockholders for purposes purpose of receiving payments from Purchaser and transmitting such those payments to Shareholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates") or confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined in Section 3) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedures for tendering stockholdersShares pursuant to the Offer, see Section 3. Accordingly, payment may be made to tendering Shareholders at different times if delivery of the Shares and other required documents occur at different times. Under no circumstances will Purchaser pay interest be paid on the Offer Price consideration paid for SharesShares pursuant to the Offer, regardless of any extension of the Offer or any delay in payment for Sharesmaking such payment. If, prior to the Expiration Date, Purchaser increases the consideration offered to Shareholders pursuant to the Offer, such increased consideration will be paid to all Shareholders whose Shares are purchased pursuant to the Offer, even if those Shares were tendered prior to the increase in consideration. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including reason or if certificates Share Certificates are submitted for more Shares than are tendered, such Share Certificates evidencing unpurchased or untendered Shares will be returned or credited to the appropriate account(or, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination of the Offer. In in the case of Shares tendered by book-entry transfer into the Depositary’s 's account at DTC the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” 3, such Shares will be credited to an account maintained with DTC. Ifat the Book-Entry Transfer Facility), prior without expense to the Expiration Timetendering Shareholder, Purchaser increases as promptly as practicable following the consideration offered to holders expiration, termination or withdrawal of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) ), promptly after the Expiration Date, Purchaser will accept for payment, and will pay for, any and all Shares validly tendered on or prior to the Expiration Date and not properly withdrawn in accordance with Section 3 above. All questions as to the satisfaction of such terms and conditions will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. See "THE TENDER OFFER--1. Terms Of The Offering; Expiration Date" and "THE TENDER OFFER--15. Certain Conditions Of The Offer." Subject to applicable rules of the Commission and the terms and conditions of the Merger Agreement, Purchaser will Table of Contents consummate expressly reserves the Offer and will pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the Expiration Time andright, in its sole discretion, to delay acceptance for payment of, or payment for, Shares in order to comply in whole or in part with any event, no more than three (3applicable law. Any such delay will be effected in compliance with Rule 14e-1(c) business days after under the consummation of the OfferExchange Act. In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) certificates representing such Shares the Share Certificates (or confirmation timely Book-Entry Confirmation of the book-entry transfer of such Shares into the Depositary’s 's account at The Depository Trust Company (“DTC”) a Book-Entry Transfer Facility pursuant to the procedures set forth in under Section 3 — “Procedures for Tendering Shares,” 2 above), (bii) a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (orguarantees, or an Agent's Message in the case of connection with a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (ciii) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, Purchaser will be deemed to have accepted for payment payment, and thereby purchased purchased, Shares validly tendered to Purchaser and not properly withdrawn prior to the Expiration Time as, if and when Purchaser gives oral or written notice to the Depositary of its Purchaser's acceptance for payment of such Shares pursuant to the Offer. Payment In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares so accepted for payment pursuant to the Offer will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes the purpose of receiving payments payment from Purchaser and transmitting such payments payment to the validly tendering stockholders. Under no circumstances UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY PURCHASER ON THE PURCHASE PRICE OF THE SHARES TENDERED PURSUANT TO THE OFFER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering stockholders, Purchaser's obligation to make such payments shall be satisfied and tendering stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. Purchaser will interest be paid on pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal. If Purchaser is delayed in its acceptance for payment of, or payment for, tendered Shares or is unable to accept for payment or pay for such Shares pursuant to the Offer Price for Sharesany reason, regardless of any extension then, without prejudice to Purchaser's rights under the Offer (but subject to Purchaser's obligations under Rule 14e-1(c) under the Exchange Act to pay for or return the tendered Shares promptly after the termination or withdrawal of the Offer or any delay in payment for SharesOffer), the Depositary may, nevertheless, retain tendered Shares on behalf of Purchaser, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to exercise, and duly exercise, withdrawal rights as described under Section 3 above. If any tendered Shares are not accepted for payment purchased pursuant to the terms and conditions Offer because of the Offer an invalid tender or for any reason, including if certificates are submitted Share Certificates for more Shares than are tendered, any such unpurchased Shares will be returned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent)returned, without expense expense, to the tendering stockholder promptly following expiration or termination of the Offer. In (or, in the case of Shares tendered delivered by book-entry transfer of such Shares into the Depositary’s 's account at DTC a Book-Entry Transfer Facility pursuant to the procedures set forth in under Section 3 — “Procedures for Tendering Shares,” 2 above, such Shares will be credited to an account maintained with DTC. If, prior to at such Book-Entry Transfer Facility) as promptly as practicable following the Expiration Time, Purchaser increases the consideration offered to holders expiration or termination of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (includingincluding the Offer Conditions and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and ), the Merger Agreement, Purchaser will Table of Contents consummate the Offer accept for payment, and will pay for for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn pursuant to the Offer as soon promptly as practicable after the Expiration Time andDate, if the Offer Conditions have been satisfied or waived. Subject to the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any event, no more than three (3) business days after the consummation of the Offerapplicable law. In all cases, payment See Section 15. Payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates representing for such Shares (or a confirmation of the a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary’s 's account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” (b) "Book-Entry Transfer Facility")), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed ) and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittaldocuments. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment payment, and thereby purchased purchased, Shares validly tendered and not properly withdrawn prior to the Expiration Time as, if and when the Purchaser gives oral or written notice to the Depositary of its the Purchaser's acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders shareholders for purposes the purpose of receiving payments from the Purchaser and transmitting such payments to the tendering stockholdersshareholders whose Shares have been accepted for payment. Under no circumstances will interest be paid on the Offer Price purchase price for Sharesshares be paid, regardless of any extension of the Offer or any delay in payment for Sharesmaking such payment. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including or if certificates are submitted for more Shares than are tendered, such certificates evidencing unpurchased Shares will be returned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent)returned, without expense to the tendering stockholder promptly following expiration or termination of the Offer. In shareholder (or, in the case of Shares tendered by book-entry transfer of such Shares into the Depositary’s 's account at DTC the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” 3, such Shares will be credited to an account maintained with DTC. Ifthe Book-Entry Transfer Facility), prior to the Expiration Time, Purchaser increases the consideration offered to holders as soon as practicable following expiration or termination of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. The Purchaser reserves the rightright to transfer or assign, subject in whole or from time to the provisions of the Merger Agreementtime in part, to assign in its sole discretion, any one or all more of its rightsaffiliates, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension the Offer as so extended or amendmentamended), the Purchasers will purchase, by accepting for payment, and will pay for, all Shares validly tendered prior to the Expiration Date (and not properly withdrawn in accordance with "THE TENDER OFFER -- Withdrawal Rights") as promptly as practicable after the Expiration Date, with Acquisition Company agreeing to accept for payment and pay for all Shares validly tendered, provided that the Shares validly tendered (and not withdrawn) pursuant to the Offer plus the Shares acquired by Acquisition Company pursuant to the PlayCore Purchase Agreements (including Shares issuable upon the exercise or conversion of derivative securities purchased thereunder) constitute at least 90% of the outstanding Shares. If the foregoing requirement is not met, but all conditions to the Offer are met, Acquisition Company has agreed to accept for payment and pay for the first 425,439 Shares validly tendered and the Merger Agreement, Purchaser will Table of Contents consummate the Offer Company has agreed to accept for payment and will pay for all Shares validly tendered and not withdrawn pursuant to the Offer in excess of such 425,439 Shares, in each case as soon promptly as practicable after the Expiration Time andDate. Subject to applicable rules of the Commission and the terms of the Merger Agreement, the Purchasers expressly reserve the right, in their discretion, to delay acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any eventapplicable law. See "THE TENDER OFFER -- Terms of the Offer," and "THE TENDER OFFER -- Certain Legal Matters; Regulatory Approvals." The reservation by the Purchasers of the right to delay the acceptance or purchase of, no more than three (3or payment for, the Shares is subject to the provisions of Rule 14e-1(c) business days under the Exchange Act, which requires the Purchasers to pay the consideration offered or to return the Shares deposited by, or on behalf of, stockholders, promptly after the consummation termination or withdrawal of the Offer. In all cases, payment for any Shares tendered and accepted for payment purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant are validly tendered and not properly withdrawn prior to the procedures set forth in Section 3 — “Expiration Date. See "THE TENDER OFFER -- Procedures for Tendering Shares,” (b) " for a Letter complete discussion of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittalhow Shares can be validly tendered. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, Purchaser the Purchasers will be deemed to have accepted for payment (and thereby purchased purchased) Shares validly tendered and not properly withdrawn prior to the Expiration Time if if, as and when the applicable Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant Shares. Upon the terms and subject to the conditions of the Offer. Payment , payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes the purpose of receiving payments from Purchaser the Purchasers and transmitting such payments to the such tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered stockholders whose Shares are not have been accepted for payment pursuant payment. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE OFFER PRICE FOR SHARES BE PAID BY THE PURCHASERS, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT OR EXTENSION OF THE EXPIRATION DATE. IF, PRIOR TO THE EXPIRATION DATE, THE OFFERORS INCREASE THE CONSIDERATION TO BE PAID PER SHARE PURSUANT TO THE OFFER, THE PURCHASERS WILL PAY SUCH INCREASED CONSIDERATION FOR ALL SUCH SHARES PURCHASED PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH INCREASE IN CONSIDERATION. Subject to the terms and conditions of the Offer for any reason, including if certificates are submitted for more Shares than are tendered, such unpurchased Shares will be returned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination of the Offer. In the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTC. If, prior to the Expiration Time, Purchaser increases the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, the Purchasers reserve the right to assign in its sole discretionto Acquisition Company, or to any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any other direct or indirect wholly-owned Luminex subsidiarysubsidiary of Holdings, including Parent or Acquisition Company, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser the Purchasers of its their obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
Appears in 1 contract
Samples: Merger Agreement (Playcore Inc)
Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions For purposes of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment) and the Merger Agreement, Purchaser Fund will Table of Contents consummate the Offer and will pay be deemed to have accepted for all payment Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as soon as practicable after the Expiration Time and, in any event, no more than three (3) business days after the consummation of the Offerclose of business on the Valuation Date. In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary Subadministrator of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the executed Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures The Fund expressly reserves the right, in its sole discretion, to delay the acceptance for Tendering payment of, or payment for, Shares.” , in order to comply, in whole or in part, with any applicable law. For purposes Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the OfferPurchase Price will consist of a non-interest-bearing, Purchaser non-transferable promissory note (the "Note") entitling the Shareholder to an initial payment (the "Initial Payment") and a final payment (the "Final Payment"). The Initial Payment will be deemed equal to have accepted 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for payment and thereby purchased Shares validly tendered and not withdrawn fiscal year ending March 31, 2007, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its fiscal year end of March 31, 2007; provided, however, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the Expiration Time if and when Purchaser gives oral or written notice completion of the Fund's audit. The Note will be delivered to the Depositary tendering Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of its acceptance for payment the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of such Shares Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "Cash Payments") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Offer. Payment for Shares accepted for payment pursuant Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the Offer will be made by deposit tendering Shareholder at the address of the purchase price therefor record with the DepositaryFund or to the tendering Shareholder's brokerage account, which in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be subject upon withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the tendering stockholders for purposes of receiving payments Cash Payments and the Note from Purchaser and transmitting such payments the Fund to the tendering stockholdersShareholders. Under no circumstances will interest be paid on the Offer Purchase Price for SharesShares be paid, regardless of any extension delay in delivering such payments to any Shareholder. Under certain circumstances, Shares accepted for tender mxx xx paid by combining the Initial Payment and the Final Payment into a single payment and paying such amount to Shareholders in lieu of issuing the Note. If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer or for any delay reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in payment for SharesSection 4 of this Offer to Purchase. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates or are submitted for more Shares than are tenderednot paid because of an invalid tender, such unpurchased those Shares will be returned or remain credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination account of the Offerrelevant tendering Shareholder. In The Fund normally calculates the case NAV of Shares tendered by book-entry transfer into approximately 45 days after the Depositary’s account at DTC pursuant to end of the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTCmonth. If, prior to the Expiration Time, Purchaser increases the consideration offered to holders The most recent NAV of Shares pursuant to is available by calling the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect whollySubadministrator toll free at (800) 441-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer7288.
Appears in 1 contract
Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions For purposes of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment) and the Merger Agreement, Purchaser Fund will Table of Contents consummate the Offer and will pay be deemed to have accepted for all payment Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as soon as practicable after the Expiration Time and, in any event, no more than three (3) business days after the consummation of the Offerclose of business on the Valuation Date. In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary Subadministrator of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the executed Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures The Fund expressly reserves the right, in its sole discretion, to delay the acceptance for Tendering payment of, or payment for, Shares.” , in order to comply, in whole or in part, with any applicable law. For purposes Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the OfferPurchase Price will consist of a non-interest-bearing, Purchaser non-transferable promissory note (the "Note") entitling the Shareholder to an initial payment (the "Initial Payment") and a final payment (the "Final Payment"). The Initial Payment will be deemed equal to have accepted 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for payment and thereby purchased Shares validly tendered and not withdrawn fiscal year ending March 31, 2007, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its fiscal year end of March 31, 2007; provided, however, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the Expiration Time if and when Purchaser gives oral or written notice completion of the Fund's audit. The Note will be delivered to the Depositary tendering Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of its acceptance for payment the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of such Shares Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "Cash Payments") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Offer. Payment for Shares accepted for payment pursuant Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the Offer will be made by deposit tendering Shareholder at the address of the purchase price therefor record with the DepositaryFund or to the tendering Shareholder's brokerage account, which in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be subject upon withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the tendering stockholders for purposes of receiving payments Cash Payments and the Note from Purchaser and transmitting such payments the Fund to the tendering stockholdersShareholders. Under no circumstances will interest be paid on the Offer Purchase Price for SharesShares be paid, regardless of any extension delay in delivering such payments to any Shareholder. Under certain circumstances, Xxxxxx accepted for tender may be paid by combining the Initial Payment and the Final Payment into a single payment and paying such amount to Shareholders in lieu of issuing the Note. If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer or for any delay reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in payment for SharesSection 4 of this Offer to Purchase. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates or are submitted for more Shares than are tenderednot paid because of an invalid tender, such unpurchased those Shares will be returned or remain credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination account of the Offerrelevant tendering Shareholder. In The Fund normally calculates the case NAV of Shares tendered by book-entry transfer into approximately 45 days after the Depositary’s account at DTC pursuant to end of the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTCmonth. If, prior to the Expiration Time, Purchaser increases the consideration offered to holders The most recent NAV of Shares pursuant to is available by calling the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect whollySubadministrator toll free at (000) 000-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer0000.
Appears in 1 contract
Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and ), the Merger Agreement, Purchaser will Table of Contents consummate the Offer accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date promptly after the Expiration Date provided that the conditions of the Offer set forth in Section 14, including, without limitation, the expiration or termination of the waiting period applicable to the acquisition of Shares pursuant to the Offer as soon as practicable after under the HSR Act, have been satisfied or waived prior to the Expiration Time andDate. In addition, in any event, no more than three (3) business days after the consummation subject to applicable rules of the Offer. In all casesCommission, payment for any Shares tendered and accepted the Purchaser expressly reserves the right to delay acceptance for payment pursuant to the Offer will be made only after timely of, or payment for, Shares pending receipt by the Depositary of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth any other regulatory approvals specified in Section 3 — “Procedures for Tendering Shares,” (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal15. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased purchased) Shares validly tendered and not properly withdrawn prior to the Expiration Time if if, as and when the Purchaser gives oral or written notice to the Depositary of its the Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. Payment Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the tendering stockholders for purposes purpose of receiving payments from the Purchaser and transmitting such those payments to the tendering stockholdersshareholders whose Shares have been accepted for payment. Under no circumstances will interest be paid on the Offer Price for SharesIn all cases, regardless of any extension of the Offer or any delay in payment for Shares. If any Shares tendered Shares are not and accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates are submitted for more Shares than are tendered, such unpurchased Shares will be returned or credited to made only after timely receipt by the appropriate account, as applicable. Such unpurchased Depositary of (i) the certificates evidencing such Shares will be returned or credited (or new certificates for Shares not tendered will be sentthe "Share Certificates"), without expense to the tendering stockholder promptly following expiration or termination timely confirmation (a "Book-Entry Confirmation") of the Offer. In the case of Shares tendered by a book-entry transfer of such Shares, if such procedure is available, into the Depositary’s 's account at DTC The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3 — “Procedures 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined in Section 3) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for Tendering tendering Shares pursuant to the Offer, see Section 3. Accordingly, payment may be made to tendering shareholders at different times if delivery of the Shares and other required documents occur at different times. If for any reason whatsoever acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of the Purchaser, retain tendered Shares,” such , and those Shares will may not be credited withdrawn except to an account maintained with DTCthe extent that the tendering shareholder is entitled to exercise and duly exercises withdrawal rights as described in Section 4, subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay for Shares tendered or return those Shares promptly after termination or withdrawal of the Offer. If, prior to the Expiration TimeDate, the Purchaser increases the consideration offered to holders of Shares shareholders pursuant to the Offer, such increased consideration will be paid to holders of all shareholders whose Shares that are purchased pursuant to the Offer, whether or not such even if those Shares were tendered prior to such the increase in consideration. The Purchaser reserves the rightright to transfer or assign, subject in whole at any time or in part from time to the provisions time, to one or more of the Merger AgreementPurchaser's affiliates, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way or prejudice the rights of tendering stockholders shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), without expense to the tendering shareholder, as promptly as practicable following the expiration, termination or withdrawal of the Offer.
Appears in 1 contract
Samples: Merger Agreement (International Rectifier Corp /De/)
Acceptance for Payment and Payment for Shares. Upon Subject to the terms satisfaction or waiver of all the conditions to the Offer set forth in Section 15—"Certain Conditions of the Offer," Purchaser will, immediately following the expiration of the Offer, accept for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer. Purchaser will pay for all Shares accepted for payment as soon as practicable on the business day immediately following the date on which the Offer expires. As soon as practicable on that business day, Parent will deposit with the Paying Agent (as defined below), in immediately available funds, the aggregate amount payable in respect of Shares in the Offer and the Merger (other than the Company Contribution). The amount to be deposited by Parent with the Paying Agent is referred to as the "Parent Payment." Immediately following the deposit of the Parent Payment with the Paying Agent, the Company will deposit with the Paying Agent, in immediately available funds, the Company Contribution (it being agreed that the Company has no obligation to deposit the Company Contribution with the Paying Agent earlier than immediately prior to the Effective Time of the Merger). The time following the Acceptance Time at which sufficient funds for the payment of Shares pursuant to and subject to the conditions of the Offer and the Merger Agreement are deposited with the Paying Agent (including, if as defined below) is referred to as the "Offer Closing." The closing of the Merger will take place immediately following the Offer Closing, subject to the satisfaction or waiver of the conditions to the closing of the Merger described in this Offer to Purchase. All funds deposited with the Paying Agent by Parent and the Company (the Exchange Fund) will be for the benefit of the holders of Shares that Purchaser becomes obligated to purchase pursuant to the Offer and for the benefit of holders of Shares that are entitled to receive the Merger Consideration (as defined below). For purposes of determining the aggregate amount to be deposited, Parent will assume that no stockholder of the Company will perfect any right to appraisal of his, her or its Shares. In the event the Exchange Fund is extended or amended, insufficient to make the terms and conditions of any such extension or amendment) and payments contemplated by the Merger Agreement, Purchaser Parent will Table of Contents consummate promptly deposit, or cause to be deposited, additional funds with the Offer and Paying Agent sufficient to make such payments. Parent will pay direct the Paying Agent to hold the Exchange Fund for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the Expiration Time and, in any event, no more than three (3) business days after the consummation benefit of the Offerformer holders of Shares and to make payments from the Exchange Fund in accordance with the Merger Agreement. In all cases, payment Purchaser will pay for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) (A) the certificates representing evidencing such Shares (the "Share Certificates") or (B) confirmation of the a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary’s 's account at The Depository Trust Company (“"DTC”") pursuant to the procedures set forth in Section 3 — “Procedures 3—"Procedures for Accepting the Offer and Tendering Shares,” " (bprovided that if such Shares are direct registration Shares ("DRS Shares"), neither (A) a nor (B) will be required, as provided in the Letter of Transmittal), (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s 's Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), Transmittal and (ciii) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures for Tendering Shares.” For purposes of the OfferAccordingly, Purchaser will tendering stockholders may be deemed paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to have accepted for payment and thereby purchased Shares validly tendered and not withdrawn prior to the Expiration Time if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made are actually received by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates are submitted for more Shares than are tendered, such unpurchased Shares will be returned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination of the Offer. In the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTC. If, prior to the Expiration Time, Purchaser increases the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
Appears in 1 contract
Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) and the ), Merger Agreement, Purchaser Subsidiary will Table of Contents consummate the Offer accept for payment and will pay for all Shares validly tendered and not withdrawn pursuant to the Offer for, as soon as practicable after the Expiration Time andDate, all Shares validly tendered prior to the Expiration Date and not properly withdrawn in any eventaccordance with Section 4, no more than three (3) business days after the consummation of the Offer. "Withdrawal Rights." In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a1) certificates representing for such Shares (or confirmation of the booka timely Book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company Entry Confirmation (“DTC”as defined below) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” with respect thereto), (b2) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (guarantees, or, in the case of a book-entry transfer, an Agent’s 's Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c3) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures for Tendering Shares.” The per Share consideration paid to any holder of Shares pursuant to the Offer will be the highest per Share consideration paid to any other holder of such Shares pursuant to the Offer. For purposes of the Offer, Purchaser Merger Subsidiary will be deemed to have accepted for payment payment, and thereby purchased purchased, Shares validly properly tendered to Merger Subsidiary and not withdrawn prior to the Expiration Time if withdrawn, if, as and when Purchaser Merger Subsidiary gives oral or written notice to the Depositary of its Merger Subsidiary's acceptance for payment of such Shares pursuant to the OfferShares. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes the purpose of receiving payments payment from Purchaser Merger Subsidiary and transmitting such payments payment to the tendering stockholders. Under no circumstances will interest be paid on UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE TO BE PAID BY MERGER SUBSIDIARY FOR THE SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Merger Subsidiary expressly reserves the right, in its sole discretion, to delay acceptance for payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. If Merger Subsidiary is delayed in its acceptance for payment of, or payment for, Shares or is unable to accept for payment or pay for Shares pursuant to the Offer Price for any reason, then, without prejudice to Merger Subsidiary's rights under the Offer (including such rights as are set forth in Sections 1, "Terms of the Offer," and 14, "Conditions to the Offer") (but subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on behalf of Merger Subsidiary, retain tendered Shares, regardless of any extension of and such Shares may not be withdrawn except to the Offer or any delay extent tendering stockholders are entitled to exercise, and duly exercise, withdrawal rights as described in payment for Shares. Section 4, "Withdrawal Rights." If any tendered Shares are not accepted for payment purchased pursuant to the terms and conditions of the Offer for any reason, including or if certificates are submitted for representing more Shares than are tendered, such unpurchased certificates evidencing Shares not tendered or not accepted for purchase will be returned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder, or such other person as the tendering stockholder shall specify in the Letter of Transmittal, as promptly as practicable following expiration the expiration, termination or termination withdrawal of the Offer. In the case of Shares tendered delivered by book-entry transfer into the Depositary’s 's account at DTC the Book-Entry Transfer Facility (as defined below) pursuant to the procedures set forth in Section 3 — “3, "Procedures for Tendering Shares,” " such Shares will be credited to an such account maintained with DTC. Ifat the Book-Entry Transfer Facility as the tendering stockholder shall specify in the Letter of Transmittal, prior to as promptly as practicable following the Expiration Timeexpiration, Purchaser increases the consideration offered to holders termination or withdrawal of Shares pursuant to the Offer. If no such instructions are given with respect to Shares delivered by book-entry transfer, any such increased consideration Shares not tendered or not purchased will be paid to holders returned by crediting the account at the Book-Entry Transfer Facility designated in the Letter of all Shares that are purchased pursuant to Transmittal as the Offer, whether or not account from which such Shares were tendered prior to such increase in considerationdelivered. Purchaser Merger Subsidiary reserves the rightright to transfer or assign, subject in whole or, from time to the provisions of the Merger Agreementtime, in part, to assign in its sole discretion, any one or all more of its rightsaffiliates, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser Merger Subsidiary of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions For purposes of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment) and the Merger Agreement, Purchaser Fund will Table of Contents consummate the Offer and will pay be deemed to have accepted for all payment Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as soon as practicable after the Expiration Time and, in any event, no more than three (3) business days after the consummation of the Offerclose of business on the Valuation Date. In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary Subadministrator of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the executed Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures The Fund expressly reserves the right, in its sole discretion, to delay the acceptance for Tendering payment of, or payment for, Shares.” , in order to comply, in whole or in part, with any applicable law. For purposes Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the OfferPurchase Price will consist of a non-interest-bearing, Purchaser non-transferable promissory note (the "NOTE") entitling the Shareholder to an initial payment (the "INITIAL PAYMENT") and a final payment (the "FINAL PAYMENT"). The Initial Payment will be deemed equal to have accepted 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for payment and thereby purchased Shares validly tendered and not withdrawn fiscal year ending March 31, 2006, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its fiscal year end of March 31, 2006; PROVIDED, HOWEVER, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the Expiration Time if and when Purchaser gives oral or written notice completion of the Fund's audit. The Note will be delivered to the Depositary tendering Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of its acceptance for payment the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of such Shares Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "CASH PAYMENTS") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Offer. Payment for Shares accepted for payment pursuant Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the Offer will be made by deposit tendering Shareholder at the address of the purchase price therefor record with the DepositaryFund or to the tendering Shareholder's brokerage account, which in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be subject upon withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the tendering stockholders for purposes of receiving payments Cash Payments and the Note from Purchaser and transmitting such payments the Fund to the tendering stockholdersShareholders. Under no circumstances will interest be paid on the Offer Purchase Price for SharesShares be paid, regardless of any extension of delay in delivering such payments to any Shareholder. If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer or for any delay reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in payment for SharesSection 4 of this Offer to Purchase. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates or are submitted for more Shares than are tenderednot paid because of an invalid tender, such unpurchased those Shares will be returned or remain credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination account of the Offerrelevant tendering Shareholder. In The Fund normally calculates the case NAV of Shares tendered by book-entry transfer into approximately 45 days after the Depositary’s account at DTC pursuant to end of the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTCmonth. If, prior to the Expiration Time, Purchaser increases the consideration offered to holders The most recent NAV of Shares pursuant to is available by calling the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect whollySubadministrator toll free at (000) 000-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer0000.
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Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions For purposes of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment) and the Merger Agreement, Purchaser Fund will Table of Contents consummate the Offer and will pay be deemed to have accepted for all payment Shares that are validly tendered on or before the Expiration Date or any extensions thereof (and not timely withdrawn pursuant to Section 4) when the Offer Fund gives written notice to the tendering Shareholder of its election to purchase the Shareholder's Shares. The Purchase Price per Share will equal the NAV per Share as soon as practicable after the Expiration Time and, in any event, no more than three (3) business days after the consummation of the Offerclose of business on the Valuation Date. In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary Subadministrator of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the executed Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. See Section 3 — “Procedures The Fund expressly reserves the right, in its sole discretion, to delay the acceptance for Tendering payment of, or payment for, Shares.” , in order to comply, in whole or in part, with any applicable law. For purposes Shareholders who tender Shares that are accepted by the Fund for purchase, payment of the OfferPurchase Price will consist of a non-interest-bearing, Purchaser non-transferable promissory note (the "NOTE") entitling the Shareholder to an initial payment (the "INITIAL PAYMENT") and a final payment (the "FINAL PAYMENT"). The Initial Payment will be deemed equal to have accepted 90% of the estimated Purchase Price of the tendered Shares, determined as of the Valuation Date. Payment of the Initial Payment will be made within 50 days after the Valuation Date, unless the Fund has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, in which case the Initial Payment will be paid no later than 10 business days after the Fund has received at least 90% of the aggregate amount withdrawn from such investment funds. The Final Payment will be equal to the amount in excess, if any, of (a) the Purchase Price, determined as of the Valuation Date and based upon the results of the annual audit of the Fund's financial statements for payment and thereby purchased Shares validly tendered and not withdrawn fiscal year 2005, over (b) the Initial Payment. The Final Payment will be paid within 30 days after the completion of the Fund's annual audit, which the Fund anticipates will be completed within 60 days of its 2005 fiscal year end of March 31, 2006; PROVIDED, HOWEVER, that the Board of Trustees, in its discretion, may determine that the Final Payment be paid prior to the Expiration Time if and when Purchaser gives oral or written notice completion of the Fund's audit. The Note will be delivered to the Depositary tendering Shareholder in the manner set forth below within 10 business days after the Valuation Date. Although the Fund has retained the option to pay all or a portion of its acceptance for payment the Purchase Price by distributing marketable securities, the Purchase Price will be paid entirely in cash except in the unlikely event that the Board of such Shares Trustees determines that the distribution of securities is necessary to avoid or mitigate any adverse effect of the Offer on the remaining Shareholders of the Fund. The Note pursuant to which a Shareholder will receive the Initial Payment and Final Payment (together, the "CASH PAYMENTS") will be delivered to the Subadministrator and then mailed by the Subadministrator to the Shareholder's address of record on the books of the Fund. The Cash Payments due pursuant to the Offer. Payment for Shares accepted for payment pursuant Note will be deposited by the Fund in a segregated custodial account and then transmitted directly to the Offer will be made by deposit tendering Shareholder at the address of the purchase price therefor record with the DepositaryFund or to the tendering Shareholder's brokerage account, which in accordance with instructions provided by the tendering Shareholder in the Letter of Transmittal (or as stated below), and, if so transferred to a brokerage account, may be subject upon withdrawal from such account to any fees that such brokerage would customarily assess upon the withdrawal of cash from such account. The Subadministrator will act as an agent for Shareholders for purpose of delivering the tendering stockholders for purposes of receiving payments Cash Payments and the Note from Purchaser and transmitting such payments the Fund to the tendering stockholdersShareholders. Under no circumstances will interest be paid on the Offer Purchase Price for SharesShares be paid, regardless of any extension of delay in delivering such payments to any Shareholder. If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer or for any delay reason, such Shares may not be withdrawn unless and except to the extent tendering Shareholders are entitled to withdrawal rights as described in payment for SharesSection 4 of this Offer to Purchase. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates or are submitted for more not paid because of an invalid tender, those Shares than are tendered, such unpurchased will remain credited to the account of the relevant tendering Shareholder. The Fund normally calculates the NAV of Shares approximately 45 days after the end of the month. The most recent NAV of Shares will be returned or credited to available by calling the appropriate account, as applicable. Such unpurchased Shares will be returned or credited Subadministrator toll free at (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination of the Offer. In the case of Shares tendered by book800) 441-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTC. If, prior to the Expiration Time, Purchaser increases the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer7288.
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