Commencement of the Offer; Acceptance of Shares Sample Clauses

Commencement of the Offer; Acceptance of Shares. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable after the date of this Agreement, and in any event no later than the 10th day after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September 28, 2009), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)) the Offer to purchase any and all outstanding shares of Company Common Stock at a price equal to the Offer Price. For purposes of this Agreement, a “Business Day” shall be any day on which the principal offices of the SEC in Washington, DC are open to accept filings other than a day on which banking institutions located in Boston, Massachusetts are permitted or required by Law to remain closed. Within one Business Day of the later of: (i) the earliest date as of which the Purchaser is permitted under the Exchange Act to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer and (ii) the earliest date as of which each of the conditions set forth in Annex I (the “Offer Conditions”) shall have been satisfied or waived, the Purchaser shall (and the Parent shall cause the Purchaser to) accept for payment all shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer. The obligation of the Purchaser to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). The Purchaser shall promptly pay (in accordance with Rule 14e-1 under the Exchange Act) for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer.
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Commencement of the Offer; Acceptance of Shares. Provided that this Agreement shall not have been terminated in accordance with Section 9.1, subject to the terms and conditions of this Agreement, as soon as reasonably practicable after the date of public announcement of the execution of this Agreement (but in any event not later than twenty (20) Business Days after the date of such public announcement), Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)), the Offer to purchase any and all outstanding shares of Company Common Stock at a price of $15.50 per share, net to the seller in cash, without interest thereon (such amount, or any greater amount per share paid pursuant to the Offer, the “Offer Consideration”). On the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this Agreement, Purchaser shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as legally permitted to do so under applicable Law after the expiration of the Offer, and shall pay for all such shares promptly after acceptance and in any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act. For purposes of this Agreement, “Law” means any federal, state, local or foreign statute, law, ordinance, rule, administrative interpretation, executive order, regulation or other requirement of any Governmental Entity. The obligation of Purchaser to accept for payment and pay for shares of Company Common Stock validly tendered in the Offer and not withdrawn shall be subject to the condition that there shall be validly tendered and not withdrawn immediately prior to the expiration of the Offer such number of shares of Company Common Stock that would constitute at least a majority of the shares of Company Common Stock that in the aggregate are outstanding determined on a Fully Diluted Basis on the date of the expiration of the Offer (the “Minimum Condition”) and to the other conditions set forth in Annex I to this Agreement. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer. For purposes of this Agreement, “Fully Diluted Basis” means, as of any applicable date, without duplication, the number of shares of Company Common Stock outstanding together with the shares of Comp...
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Commencement of the Offer; Acceptance of Shares. On the terms and subject to the conditions set forth in this Agreement, as soon as practicable (and in any event within ten (10) Business Days) after the date of this Agreement, the Buyer shall cause the Acquisition Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (and including the rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer to purchase any and all outstanding Shares at a price of $19.50 per Share, net to the sellers in cash, without interest thereon (the “Offer Consideration”). On the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, the Acquisition Sub shall (and the Buyer shall cause the Acquisition Sub to) (i) accept for payment, at the earliest date permitted under applicable Law following the satisfaction or waiver of the conditions in Annex I, all Shares validly tendered and not properly withdrawn pursuant to the Offer and (ii) pay for all such Shares promptly after acceptance. The obligation of the Buyer and the Acquisition Sub to accept for payment and pay for Shares validly tendered in the Offer and not properly withdrawn shall be subject only to the conditions set forth in Annex I and to no other conditions.
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Commencement of the Offer; Acceptance of Shares. Subject to the terms and conditions of this Agreement, provided that the Company has complied in all material respects with its obligations under Section 1.1(c) and Section 1.2 in each case that are required to be performed by it prior to commencement of the Offer, as soon as practicable, and in any event within eight (8) Business Days, after the date of this Agreement, the Purchaser shall (and the Parent shall cause the Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to Purchase any and all outstanding shares of Company Common Stock (other than shares of Company Common Stock to be cancelled in accordance with Section 2.6(b)) for a price per share of Company Common Stock equal to the Offer Price (subject to the terms of Section 1.1(b)(i)). The obligation of the Purchaser to (and of the Parent to cause the Purchaser to) accept for purchase shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver by the Purchaser of each of the Offer Conditions (and shall not be subject to any other conditions). The Purchaser shall promptly after the Acceptance Time pay for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer (other than shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee).
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Commencement of the Offer; Acceptance of Shares. Provided that nothing shall have occurred that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as soon as practicable after the date of this Agreement, and in any event within seven business days of the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on March 15, 2007), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer to purchase any and all outstanding shares of Company Common Stock at a price equal to the Offer Consideration. On the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this Agreement, the Purchaser shall accept for payment all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer and shall pay for all such shares promptly after acceptance. The obligation of the Parent and the Purchaser to commence the Offer and to accept for payment and pay for shares of Company Common Stock validly tendered in the Offer and not properly withdrawn shall be subject only to the conditions set forth in Annex I to this Agreement.
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Commencement of the Offer; Acceptance of Shares. Provided that this Agreement shall not have been terminated in accordance with Section 10.1, subject to the terms and conditions of this Agreement, as soon as reasonably practicable after the date of public announcement of the execution of this Agreement (but in no event later than five (5) Business Days after the date of this Agreement), Merger Sub shall commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase any and all outstanding shares of Company Common Stock at the Offer Price. On the terms and subject to the prior satisfaction or waiver of the Offer Conditions, as herein defined, and the conditions of this Agreement, Merger Sub shall accept for payment all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer as soon as legally permitted to do so under applicable Law after the expiration of the Offer, and shall promptly pay for all such shares after acceptance and, in any event, in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” This Agreement may not be terminated by Parent or Merger Sub for any reason following acceptance for payment of shares of Company Common Stock tendered in the Offer but prior to payment for such Shares.
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Related to Commencement of the Offer; Acceptance of Shares

  • Commencement of the Offer Provided that this Agreement shall not have been terminated in accordance with Article 9, as promptly as practicable after the Agreement Date (but in no event more than ten (10) Business Days after the Agreement Date), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer.

  • Expiration and Extension of the Offer The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

  • TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.

  • Expiration of Offering Period Notwithstanding anything to the contrary contained herein, if NCPS shall not have received a Minimum Offering Notice on or before the Expiration Date, NCPS shall, within three (3) business days after such Expiration Date and without any further instruction or direction from Broker or Issuer, return to each Subscriber, by ACH, the Cash Investment made by such Subscriber.

  • Procedure Upon Optional Termination (a) In case of any Optional Termination pursuant to Section 11.01, the Terminating Entity shall, at least twenty days prior to the date notice is to be mailed to the affected Certificateholders notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to Section 11.01 hereof and of the Optional Termination Date.

  • Termination of the Lease If for any reason the term of the Master Lease shall terminate prior to the Sublease Expiration Date, this Sublease shall automatically be terminated and Sublandlord shall not be liable to Subtenant by reason thereof unless said termination shall have been caused by the default of Sublandlord under the Master Lease, and said Sublandlord default was not as a result of a Subtenant default hereunder.

  • Termination of the Option The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.

  • Lessor Termination Option If a Hazardous Substance Condition occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds twelve (12) times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within thirty (30) days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date sixty (60) days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within ten (10) days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to twelve (12) times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within thirty (30) days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination.

  • Expiration of Offer This Agreement constitutes an offer which must be accepted by the Licensee named on the signature page hereof by dating, executing and returning to Licensor two copies hereof (and all attachments hereto, including, if required, the Guaranty) on or before the date specified on the Rider.

  • Termination; Optional Clean-Up Call In connection with the Trust Agreement, the Master Servicer hereby agrees to the following obligations described below. For purposes of this Section 7 only, any capitalized term used but not defined in this Assignment Agreement has the same meaning assigned thereto in the Trust Agreement. In the event that a Person specified in Section 11.01 of the Trust Agreement chooses to exercise its option set forth therein to purchase the Mortgage Loans and REO Properties or to conduct an Auction Call for such property of the Trust Fund, as the case may be, by no later than the 10th day of the month of the final distribution, such Person shall notify the Depositor, the Trustee and the Securities Administrator of the final Distribution Date and of the applicable purchase or sale price of the Mortgage Loans and REO Properties determined and in the manner as provided in the Trust Agreement. In the event the Mortgage Loans and REO Properties are purchased or sold pursuant to Section 11.01 of the Trust Agreement, the Master Servicer shall remit to the Securities Administrator the applicable Termination Price on the Remittance Date immediately preceding the applicable final Distribution Date. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator and the Custodians of a Request for Release therefor, the Master Servicer shall direct the Custodians to release to the Master Servicer or its designee the Custodial Files for the Mortgage Loans.

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