CERTAIN CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, and subject to the terms and conditions of the Merger Agreement, the Purchaser shall not be obligated to accept for payment any Shares until all authorizations, consents, orders and approvals of, and declarations and filings with, and all expirations of waiting periods imposed by, any Governmental Entity which, if not obtained in connection with the consummation of the transactions contemplated by the Merger Agreement, could reasonably be expected to have a Material Adverse Effect on the Company or prevents the Company, Numico or Purchaser from consummating the transactions contemplated by the Merger Agreement (collectively, "Required Regulatory Approvals") shall have been obtained, made or satisfied, including the expiration or earlier termination of any waiting periods applicable under the HSR Act, and the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act) pay for, and may delay the acceptance for payment of or payment for, any Shares tendered in the Offer and (subject to the terms and conditions of the Merger Agreement, including Section 1.1(b) thereof), may amend, extend or terminate the Offer if, immediately prior to the expiration of the Offer (as extended in accordance with the Merger Agreement) the Minimum Condition shall not have been satisfied or any of the following shall occur:
CERTAIN CONDITIONS TO THE OFFER. The following is a summary of all of the conditions to the Offer, and the Offer is expressly conditioned on the satisfaction of these conditions. The following summary does not purport to be a complete description of the conditions to the Offer contained in the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and BEI in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examined, and copies obtained, by following the procedures described in Section 10 (Certain Information Concerning OpticNet) of this Offer to Purchase. The Merger Agreement provides that the Purchaser is not required to accept for payment, or (subject to any applicable rule or regulation of the Securities and Exchange Commission) pay for, and may delay the acceptance for payment of, or (subject to any applicable rule or regulation of the Securities and Exchange Commission) the payment for, any tendered shares of OpticNet common stock, and (subject to the terms of the Merger Agreement) may terminate the Offer on any scheduled Expiration Date of the Offer and not accept for payment any tendered shares of OpticNet common stock, if (i) the Minimum Condition has not been satisfied by midnight, New York City time, on the Expiration Date of the Offer or (ii) any of the following conditions shall not have been satisfied: - any waiting period under any applicable antitrust or competition law or regulation or other legal requirement shall have expired or been terminated, and any consent required under any applicable antitrust or competition law or regulation or other legal requirement shall have been obtained; - each of the representations and warranties of OpticNet contained in the Merger Agreement shall have been accurate in all respects as of the date of the Merger Agreement (except that any representation or warranty that, by its express terms, speaks only as of an earlier date need only have been accurate as of such earlier date); except that, for purposes of determining the accuracy of such representations and warranties as of the date of the Merger Agreement (or any applicable earlier date), all materiality qualifications contained in such representations and warranties shall be disregarded; - each of the representations and warra...
CERTAIN CONDITIONS TO THE OFFER. The Offer is subject to the fulfillment of certain conditions, including the following: Minimum Condition. Consummation of the Offer is conditioned upon there being validly tendered and not withdrawn prior to the Expiration Date (as defined in Section 1) that number of Shares (the "Minimum Number of Shares") that, when added to the 1,200,000 Shares already beneficially owned by the Purchaser and the Parent, would represent at least a majority of all outstanding Shares on a fully diluted basis on the date of the purchase of Shares pursuant to the Offer (the "Minimum Condition"). SUBJECT TO THE APPLICABLE RULES AND REGULATIONS OF THE COMMISSION, THE PURCHASER RESERVES THE RIGHT, WHICH IT PRESENTLY HAS NO INTENTION OF EXERCISING, TO WAIVE OR REDUCE THE MINIMUM CONDITION AND TO ELECT TO PURCHASE, PURSUANT TO THE OFFER, FEWER THAN THE MINIMUM NUMBER OF SHARES. SEE SECTION 1. Upon the terms and subject to the conditions of the Offer, if more than the Minimum Number of Shares are validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 4 of this Offer to Purchase, the Purchaser will accept for payment and pay for all such Shares. According to the Company's Form 10-Q for the quarterly period ended February 20, 2000 (the "February 2000 Form 10-Q"), there were 12,285,103 Shares issued and outstanding as of March 20, 2000. According to the Company's 1999 Annual Report, there were exercisable options to purchase 330,843 Shares on October 31, 1999. Based on the foregoing, there would be 12,615,946 Shares outstanding on the date of purchase on a fully-diluted basis and the Minimum Number of Shares would be 5,107,974 (after taking into account the 1,200,000 Shares that are beneficially owned by the Parent). However, the actual Minimum Number of Shares will depend on the facts as they exist on the date of purchase.
CERTAIN CONDITIONS TO THE OFFER. (a) Notwithstanding any other terms of the Offer, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer unless:
CERTAIN CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, and subject to the terms and conditions of the Merger Agreement, the Purchaser shall not be obligated to accept for payment any of the Shares until the expiration of any waiting periods applicable under the HSR Act, and the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act) pay for, and may delay the acceptance for payment of or payment for, any Shares tendered in the Offer if (i) immediately prior to the expiration of the Offer (as extended in accordance with the Agreement) the Minimum Condition shall not have been satisfied or (ii) prior to the time of acceptance of any Shares pursuant to the Offer any of the following shall occur:
CERTAIN CONDITIONS TO THE OFFER. The Offer is subject to the satisfaction of the Minimum Conditions. The 90% Condition requires that at least that number of Shares that would, when aggregated with the Shares owned by Purchaser and MEHC, represent at least 90% of all Shares then outstanding must have been validly tendered and not withdrawn prior to the Expiration Date. The Public Stockholder Condition requires at least that number of Shares must have been validly tendered and not withdrawn prior to the Expiration Date that represent at least a majority of the total number of all Shares outstanding on such date that are not held by MEHC, its affiliates and the directors and executive officers of HMSV. Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) Purchaser's rights to extend and amend the Offer at any time in its sole discretion, Purchaser shall not be required to accept for payment, or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate the Offer and not accept for payment any tendered Shares, (1) if the Minimum Conditions have not been satisfied, or (2) if, at any time before the time of acceptance of shares for payment pursuant to the Offer, any of the events listed in paragraphs (a) -- (h) below shall occur or exist:
CERTAIN CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, LCC shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to LCC's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may amend the Offer or terminate the Offer and not accept for payment any tendered Shares. Notwithstanding any other provisions of the Offer, or any extension of the Offer, LCC will not be required to accept for purchase any Shares if any of the following conditions has occurred or exists or has not been satisfied or waived before or as of the expiration of the Offer:
CERTAIN CONDITIONS TO THE OFFER. Consummation of the Offer is subject to the fulfillment of a number of conditions, including the following: THE VOTING TRUST APPROVAL CONDITION. CONSUMMATION OF THE OFFER IS CONDITIONED UPON THE RECEIPT BY PURCHASER OF AN INFORMAL WRITTEN OPINION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO PURCHASER FROM THE STAFF OF THE STB, WITHOUT THE IMPOSITION OF ANY CONDITIONS UNACCEPTABLE TO PURCHASER, THAT THE USE OF THE VOTING TRUST IN CONNECTION WITH THE OFFER AND THE PROPOSED MERGER IS CONSISTENT WITH THE POLICIES OF THE STB AGAINST UNAUTHORIZED ACQUISITIONS OF CONTROL OF A REGULATED CARRIER (THE "VOTING TRUST APPROVAL CONDITION"). The Voting Trust Agreement will provide that the Voting Trustee will have sole power to vote Shares it holds, and will contain certain other terms and conditions designed to ensure that neither Purchaser nor Parent would control the Company during the pendency of any necessary STB proceedings. Parent and Purchaser will promptly request the staff of the STB to issue such an opinion and believe that they will obtain such an opinion. Parent understands that in the past the STB staff generally has acted on such requests within two to four weeks, although there can be no assurance that the STB staff will act this quickly in this instance. See Section 15.
CERTAIN CONDITIONS TO THE OFFER. The Offer is subject to the fulfillment of a number of conditions including, without limitation, the following: Minimum Condition. The Offer is conditioned upon there being validly tendered and not withdrawn prior to the expiration of the Offer at least 3,729,961 Shares, which represent 60% of the outstanding Shares at November 12, 1996. The Company has represented to Purchaser that as of the close of business on November 12, 1996, there were 6,216,601 Shares issued and outstanding, and outstanding options to purchase 1,157,091 Shares (the "Stock Options").
CERTAIN CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) Purchaser's rights to extend and amend the Offer at any time in its sole discretion in accordance with and, otherwise subject to, the terms of the Merger Agreement, Purchaser shall not be required to accept for payment, or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate the Offer and not accept for payment any tendered Shares, if, at any time on or after the date of the Merger Agreement, and before the time of acceptance of shares for payment pursuant to the Offer, any of the following events shall occur:
