Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8, as promptly as practicable after the date of this Agreement but in no event more than 10 business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i) and 2.5(a)(ii) (collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding of Tax in accordance with Section 2.6(e).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stemline Therapeutics Inc), Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Forty Seven, Inc.)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8, as promptly as practicable after the date of this Agreement but in no event more than 10 ten (10) business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i) and 2.5(a)(ii) (collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding of Tax in accordance with Section 2.6(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Kite Pharma, Inc.)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8, as promptly as practicable after the date of this Agreement but in no event more than 10 ten (10) business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than the Parent-Owned Shares and the Shares to be cancelled pursuant to Sections 2.5(a)(i) and 2.5(a)(ii) (collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding of Tax Taxes in accordance with Section 2.6(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Juno Therapeutics, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8, as promptly as practicable after the date of this Agreement but in no event more than 10 ten (10) business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i) and 2.5(a)(ii) hereof (collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding of Tax in accordance with Section 2.6(e)interest.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Tobira Therapeutics, Inc.)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8, as promptly as practicable after the date of this Agreement but in no event more than 10 business days ten (10) Business Days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b)), Purchaser Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i) and 2.5(a)(ii) (such other Shares, collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest interest, and subject to any withholding of Tax Taxes in accordance with Section 2.6(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bsquare Corp /Wa), Agreement and Plan of Merger (Computer Task Group Inc)
Commencement of the Offer. Provided that this Agreement shall not have been validly terminated in accordance with Section 8Article VIII, as promptly as practicable after the date of this Agreement but in no event more than 10 business days ten (10) Business Days, or such longer period as the parties hereto may mutually agree, after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to complied in all material respects with its obligations under Sections 1.1(e) and 1.2(b)), Purchaser Acquisition Sub shall (and Parent shall cause Purchaser Acquisition Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(iSection 3.1(a) and 2.5(a)(ii) or Converted Shares (collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest interest, and subject to any required withholding of Tax Taxes in accordance with Section 2.6(e3.2(g).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Home Point Capital Inc.), Agreement and Plan of Merger (Mr. Cooper Group Inc.)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section Article 8, as promptly as practicable after the date of this Agreement but in no event more than 10 business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e1.01(e) and 1.2(b1.02(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i2.05(a)(i) and 2.5(a)(ii) (collectively, the “Excluded Shares”2.05(a)(ii)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding of Tax in accordance with Section 2.6(eSection 2.06(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gilead Sciences, Inc.)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8Article VIII, as promptly as practicable after the date of this Agreement but in no event more than 10 five business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections Section 1.1(e) and Section 1.2(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i) and 2.5(a)(ii) (collectively, the “Excluded Shares”Section 2.1(b)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding of Tax in accordance with Section 2.6(e)interest.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ultragenyx Pharmaceutical Inc.)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8, as promptly as practicable after the date of this Agreement but in no event more than 10 five business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections Section 2.5(a)(i) and or converted pursuant to Section 2.5(a)(ii) (collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest interest, and subject to any withholding of Tax Taxes in accordance with Section 2.6(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dicerna Pharmaceuticals Inc)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section Article 8, as promptly as practicable after the date of this Agreement but in no event more than 10 business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e1.01(e) and 1.2(b1.02(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i2.05(a)(i) and 2.5(a)(ii2.05(a)(ii) (collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding of Tax in accordance with Section 2.6(e2.06(e).
Appears in 1 contract
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section Article 8, as promptly as practicable after the date of this Agreement but in no event more than 10 business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e1.01(e) and 1.2(b1.02(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i2.05(a)(i) and 2.5(a)(ii) (collectively, the “Excluded Shares”2.05(a)(ii)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding of Tax in accordance with Section 2.6(e2.06(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (CymaBay Therapeutics, Inc.)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8, as promptly as practicable after the date of this Agreement but in no event more than 10 ten (10) business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i) and 2.5(a)(ii) (collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest interest, and subject to any withholding of Tax Taxes in accordance with Section 2.6(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Constellation Pharmaceuticals Inc)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8, as promptly as practicable after the date of this Agreement but in no event more than 10 ten (10) business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i) and 2.5(a)(ii) (such other Shares, collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest interest, and subject to any withholding of Tax Taxes in accordance with Section 2.6(e).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alder Biopharmaceuticals Inc)
Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section Article 8, as promptly as practicable after the date of this Agreement but in no event more than 10 business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e1.01(e) and 1.2(b1.02(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i2.05(a)(i) and 2.5(a)(ii2.05(a)(ii) (collectively, the “Excluded Shares”)), at a price per Share equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding of Tax in accordance with Section 2.6(eSection 2.06(e).
Appears in 1 contract