Common use of Determination of Validity Clause in Contracts

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by Purchaser in its sole discretion, which determinations will be final and binding. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the view of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived by Purchaser. None of Crane, Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and Instructions thereto) will be final and binding. Binding Agreement. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the Offer, as well as the tendering stockholder's representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

Appears in 3 contracts

Samples: Signal Technology Corp, Crane Co /De/, Crane Co /De/

AutoNDA by SimpleDocs

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender tendered Shares pursuant to any of Shares the procedures described above will be determined by Purchaser Purchaser, in its sole discretion, which determinations whose determination will be final and bindingbinding on all parties. Purchaser reserves the absolute right to reject any and or all tenders of any Shares determined by it not to be in proper form or if the acceptance for payment of of, or payment for which for, such Shares may, in the view opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right right, in its sole discretion, subject to the Merger Agreement, to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any with respect to Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived by waived. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. None of CraneParent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and Instructions thereto) will be final and binding. Binding Agreement. The A tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the terms and conditions of the Offer, as well as the tendering stockholder's representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer. 4.

Appears in 3 contracts

Samples: Falcon Products Inc /De/, Falcon Products Inc /De/, Shelby Williams Industries Inc

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser the Purchaser, in its sole discretion, which determinations will whose determination shall be final and binding. The Purchaser reserves the absolute right to reject any and or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the view opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of any particular stockholder, stockholder whether or not similar defects or irregularities are waived in the case of other stockholders. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived by Purchaserwaived. None of Cranethe Purchaser, Purchaserany of its affiliates or assigns, if any, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and Instructions thereto) will be final and bindingOther Requirements. Binding Agreement. The A tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the Offer, as well as the tendering stockholder's representation and warranty that (a) such stockholder owns the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, (b) the tender of such Shares complies with Rule 14e-4, and (c) such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. The Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and the Purchaser upon the terms and subject to the conditions of the Offer.

Appears in 2 contracts

Samples: Cedar Bay Co, Cedar Bay Co

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser Purchaser, in its sole discretion, which determinations whose determination will be final and bindingbinding on all parties. Purchaser reserves the absolute right to reject any and or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the view opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of any particular stockholder, stockholder whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived by Purchaser. None of Crane, Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and Instructions the instructions thereto) will be final and binding. Binding Agreement. The No tender of Shares pursuant will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of Purchaser, Parent or any one of their affiliates or assigns, if any, the procedures described above Depositary, the Dealer Manager, the Information Agent or any other person will constitute the tendering stockholder's acceptance be under any duty to give any notification of the Offer, as well as the tendering stockholder's representation and warranty that any defects or irregularities in tenders or incur any liability for failure to give any such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittalnotification. Purchaser's acceptance for payment of Shares tendered pursuant to any of the Offer procedures described above will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

Appears in 2 contracts

Samples: Confidentiality Agreement (Tier Technologies Inc), Confidentiality Agreement (SBC Communications Inc)

AutoNDA by SimpleDocs

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser the Purchaser, in its sole discretion, which determinations will whose determination shall be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any and or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the view opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right right, in its sole discretion, to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of any particular stockholder, shareholder whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto with respect to such tender have been cured or waived by the Purchaser. None of Cranethe Purchaser or any of its affiliates or assigns, Purchaserthe Dealer Manager, the Depositary, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and Instructions thereto) will be final and binding. Binding Agreement. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the Offer, as well as the tendering stockholder's representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to any of the Offer procedures described above will constitute a binding agreement between the tendering stockholder shareholder and the Purchaser upon the terms and subject to the conditions of the Offer.

Appears in 1 contract

Samples: Sw Acquisition Inc

Time is Money Join Law Insider Premium to draft better contracts faster.