Expiration and Extension of Offer. On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall expire at 12:00 midnight (Eastern time) on the date that is twenty (20) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement: (i) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation or other requirement of the SEC (or its staff) that is applicable to the Offer or any NYSE Rule that is applicable to the Offer; (ii) in the event that the Regulatory Condition is not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of ten (10) Business Days each in order to further seek to satisfy the Regulatory Condition; (iii) in the event that the Minimum Condition is not satisfied or waived as of any then scheduled expiration of the Offer, but all of the other Offer Conditions have been satisfied or waived at such time, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) extension periods of ten (10) Business Days in order to further seek to satisfy the Minimum Condition; and (iv) in the event that any of the Offer Conditions are not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub may (but shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days each in order to further seek to satisfy the Offer Conditions; provided, however, that notwithstanding the foregoing clauses (i) - (iv) of this Section 1.1(e), inclusive, in no event shall Merger Sub be required to extend the Offer beyond the Termination Date; and provided further, that the foregoing clauses (i) - (iv) of this Section 1.1(e), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to the terms of Article VII. In the event that this Agreement is terminated pursuant to Section 7.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer.
Appears in 2 contracts
Samples: Acquisition Agreement (ExactTarget, Inc.), Acquisition Agreement (Salesforce Com Inc)
Expiration and Extension of Offer. On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at 12:00 midnight (12:01 a.m., Eastern time) Time, on the date that is twenty twenty-first (2021st) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after day following the date the Offer is first commenced (within the meaning of commenced, determined in accordance with Rule 14d-2 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and 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”); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement:
(i) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation or other requirement of the SEC (or its staff) that is applicable to the Offer or any NYSE Rule that is applicable to the Offer;
(ii) in the event that the Regulatory Condition is not satisfied or waived as of any then scheduled expiration of the OfferExpiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of ten (10) Business Days each in order to further seek to satisfy the Regulatory Condition;
(iii) in the event that the Minimum Condition is not satisfied or waived as of any then scheduled expiration of the Offer, but all of the other Offer Conditions have been satisfied or waived at such time, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) extension periods of ten (10) Business Days in order to further seek to satisfy the Minimum Condition; and
(iviii) in the event that any of the Offer Conditions are not satisfied or waived as of any then scheduled expiration of the OfferExpiration Date, Merger Sub may (but shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days each in order to further seek to satisfy the Offer Conditions; provided, however, that notwithstanding the foregoing clauses (i) - (iv) of this Section 1.1(e), inclusive, in no event shall Merger Sub be required to extend the Offer beyond the Termination Date; and provided further, that the foregoing clauses (i) - (iv) of this Section 1.1(e), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to the terms of Article VII. In the event that this Agreement is terminated pursuant to Section 7.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer.;
Appears in 1 contract
Samples: Acquisition Agreement (Rally Software Development Corp)
Expiration and Extension of Offer. (i) On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall expire at 12:00 midnight (Eastern New York City time) on the date that is twenty (20) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act); provided. In the event that the Offer is extended pursuant to and in accordance with this Agreement, however, that notwithstanding then the foregoing Offer shall expire on the date and time to which the Offer has been so extended.
(ii) Notwithstanding the provisions of Section 1.1(e)(i) or anything to the contrary set forth in this Agreement:
(iA) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any Law or Order, or any rule, regulation or other requirement of the SEC (or its staff) that is applicable to or the Offer or NYSE, in any NYSE Rule that such case, which is applicable to the Offer;
(iiB) in the event that the Regulatory Condition is satisfied or waived within five (5) Business Days of any then scheduled expiration of the Offer and any other Offer Condition is not satisfied or waived at the scheduled expiration of the Offer, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for one (1) extension period of five (5) Business Days;
(C) in the event that the Minimum Condition is the only Offer Condition that is not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) successive extension periods of ten (10) Business Days each in order to further seek to satisfy the Minimum Condition;
(D) in the event that any of the Offer Conditions (other than the Minimum Condition) are not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of ten (10) Business Days each in order to further seek to satisfy the Regulatory Condition;
(iii) in the event that the Minimum Condition is not satisfied or waived as of any then scheduled expiration of the Offer, but all of the other Offer Conditions have been satisfied or waived at such time, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) extension periods of ten (10) Business Days in order to further seek to satisfy the Minimum Condition; and
(iv) in the event that any of the Offer Conditions are not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub may (but shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days each in order to further seek to satisfy the Offer ConditionsConditions (other than the Minimum Condition); and
(E) in the event any Offer Condition is not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub may, in its sole discretion, elect to (but shall not be required to, except as otherwise provided herein) extend the offer for one (1) or more further successive extension periods of up to ten (10) Business Days each. provided, however, that notwithstanding the foregoing clauses (iA) - — (ivE) of this Section 1.1(e1.1(e)(ii), inclusive, in no event shall Merger Sub be required to extend the Offer beyond the Termination Date; and provided further, that the foregoing clauses (iA) - — (ivE) of this Section 1.1(e1.1(e)(ii), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent any party hereto to terminate this Agreement pursuant to the terms of Article VII. Merger Sub shall not (and Parent shall not permit Merger Sub to) 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 pursuant to Section 7.1 or 7.2. In the event that this Agreement is terminated pursuant to Section 7.17.1 or 7.2, (i) Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, and (ii) Merger Sub shall not (and Parent shall not permit Merger Sub to) accept for payment any Company Shares theretofore tendered pursuant to the Offer.
Appears in 1 contract
Samples: Merger Agreement (Sandisk Corp)
Expiration and Extension of Offer. (i) On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall expire at 12:00 midnight (Eastern New York City time) on the date that is twenty (20) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act); provided. In the event that the Offer is extended pursuant to and in accordance with this Agreement, however, that notwithstanding then the foregoing Offer shall expire on the date and time to which the Offer has been so extended.
(ii) Notwithstanding the provisions of Section 1.1(e)(i) or anything to the contrary set forth in this Agreement:
(iA) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any Law or Order, or any rule, regulation or other requirement of the SEC (or its staff) that is applicable to or the Offer or NYSE, in any NYSE Rule that such case, which is applicable to the Offer;
(iiB) in the event that the Regulatory Condition is satisfied or waived within five (5) Business Days of any then scheduled expiration of the Offer and any other Offer Condition is not satisfied or waived at the scheduled expiration of the Offer, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for one (1) extension period of five (5) Business Days;
(C) in the event that the Minimum Condition is the only Offer Condition that is not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) successive extension periods of ten (10) Business Days each in order to further seek to satisfy the Minimum Condition;
(D) in the event that any of the Offer Conditions (other than the Minimum Condition) are not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of ten (10) Business Days each in order to further seek to satisfy the Regulatory Condition;
(iii) in the event that the Minimum Condition is not satisfied or waived as of any then scheduled expiration of the Offer, but all of the other Offer Conditions have been satisfied or waived at such time, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) extension periods of ten (10) Business Days in order to further seek to satisfy the Minimum Condition; and
(iv) in the event that any of the Offer Conditions are not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub may (but shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days each in order to further seek to satisfy the Offer ConditionsConditions (other than the Minimum Condition); and
(E) in the event any Offer Condition is not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub may, in its sole discretion, elect to (but shall not be required to, except as otherwise provided herein) extend the offer for one (1) or more further successive extension periods of up to ten (10) Business Days each. provided, however, that notwithstanding the foregoing clauses (iA) - – (ivE) of this Section 1.1(e1.1(e)(ii), inclusive, in no event shall Merger Sub be required to extend the Offer beyond the Termination Date; and provided further, that the foregoing clauses (iA) - – (ivE) of this Section 1.1(e1.1(e)(ii), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent any party hereto to terminate this Agreement pursuant to the terms of Article VII. Merger Sub shall not (and Parent shall not permit Merger Sub to) 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 pursuant to Section 7.1 or 7.2. In the event that this Agreement is terminated pursuant to Section 7.17.1 or 7.2, (i) Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, and (ii) Merger Sub shall not (and Parent shall not permit Merger Sub to) accept for payment any Company Shares theretofore tendered pursuant to the Offer.
Appears in 1 contract
Samples: Merger Agreement (Fusion-Io, Inc.)
Expiration and Extension of Offer. On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at 12:00 midnight (12:01 a.m., Eastern time) Time, on the date that is twenty twenty-first (2021st) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after day following the date the Offer is first commenced (within the meaning of commenced, determined in accordance with Rule 14d-2 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and 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”); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement:
(i) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation or other requirement of the SEC (or its staff) that is applicable to the Offer or any NYSE Rule that is applicable to the Offer;
(ii) in the event that the Regulatory Condition is not satisfied or waived as of any then scheduled expiration of the OfferExpiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of ten (10) Business Days each in order to further seek to satisfy the Regulatory Condition;
(iii) in the event that the Minimum Condition is not satisfied or waived as of any then scheduled expiration of the Offer, but all of the other Offer Conditions have been satisfied or waived at such time, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) extension periods of ten (10) Business Days in order to further seek to satisfy the Minimum Condition; and
(iviii) in the event that any of the Offer Conditions are not satisfied or waived as of any then scheduled expiration of the OfferExpiration Date, Merger Sub may (but shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days each in order to further seek to satisfy the Offer Conditions; provided, however, that notwithstanding the foregoing clauses (i) - (iviii) of this Section 1.1(e), inclusive, in no event shall Merger Sub be required to (or permitted to, without the prior written consent of the Company) extend the Offer beyond the Termination Date; and provided further, that the foregoing clauses (i) - (iviii) of this Section 1.1(e), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to the terms of Article VII. In ; and provided, further, that Merger Sub shall not withdraw or 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 pursuant to Section 7.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty four (24) hours the terms of such terminationArticle VII.), irrevocably and unconditionally terminate the Offer.
Appears in 1 contract
Samples: Acquisition Agreement (Ca, Inc.)
Expiration and Extension of Offer. On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall expire at 12:00 midnight (Eastern time) on the date that is twenty (20) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 under the Exchange Act) (such date, or such date to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Date”); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement:
(i) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation or other requirement of the SEC (or its staff) that is applicable to the Offer or any NYSE Rule that is applicable to the Offer;
(ii) in the event that any Offer Condition (other than the Regulatory Condition Marketing Period Condition) is not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of up to ten (10) Business Days business days each in order to further seek to satisfy the Regulatory such Offer Condition;
(iii) in the event that the Minimum Marketing Period Condition is not satisfied or waived as of any then scheduled expiration of the Offer, but all of the other Offer Conditions have been satisfied or waived at such time, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) extension periods to the date that is first business day after the scheduled end of ten (10) Business Days in order to further seek to satisfy the Minimum Condition; andMarketing Period, unless the Marketing Period Condition is waived by Parent;
(iv) in if the event that any scheduled Expiration Date is on or after June 1, 2017, and the Company’s Annual Report on Form 10-K for the fiscal year ending April 2, 2017, including the information required by Part III of Form 10-K promulgated by the Offer Conditions are SEC (the “2017 10-K”) has not satisfied or waived as of any yet been filed with the SEC, then scheduled expiration of the Offer, Merger Sub may (but shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days business days each until the 2017 10-K has been filed with the SEC; and
(v) if, immediately prior to the scheduled Expiration Date, each Offer Condition has been satisfied, or waived by Parent or Merger Sub if permitted hereunder, and the proceeds of the Debt Financing or Substitute Financing are not available to Parent and Merger Sub, in order an amount sufficient (in combination with all funds held by or otherwise available to further seek to satisfy Parent and Merger Sub, including the Offer Conditions; provided, however, that notwithstanding the foregoing clauses cash and cash equivalents (i) - (ivincluding short-term marketable securities) of the Company) to consummate the transactions contemplated by this Section 1.1(e)Agreement, inclusive, in no event shall then Merger Sub be required to shall have the right to, and, if requested by the Company, Merger Sub shall, extend the Offer beyond for no more than two (2) periods of up to ten (10) business days each (the length of such period to be determined by Parent or if such extension is requested by the Company, as determined by the Company, but in any event no later than five (5) business days prior to the Termination Date; and provided further, that the foregoing clauses (i) - (iv) of this Section 1.1(e), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to the terms of Article VII. In the event that this Agreement is terminated pursuant to Section 7.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer.;
Appears in 1 contract
Samples: Merger Agreement (Exar Corp)
Expiration and Extension of Offer. On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall expire at 12:00 midnight (Eastern time) on the date that is twenty (20) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 under the Exchange Act) (such date, or such date to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Date”); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement:
(i) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation or other requirement of the SEC (or its staff) that is applicable to the Offer or any NYSE Rule that is applicable to the Offer;
(ii) in the event that any Offer Condition (other than the Regulatory Condition Marketing Period Condition) is not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of up to ten (10) Business Days business days each in order to further seek to satisfy the Regulatory such Offer Condition;
(iii) in the event that the Minimum Marketing Period Condition is not satisfied or waived as of any then scheduled expiration of the Offer, but all of the other Offer Conditions have been satisfied or waived at such time, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) extension periods to the date that is first business day after the scheduled end of ten (10) Business Days in order to further seek to satisfy the Minimum Condition; andMarketing Period, unless the Marketing Period Condition is waived by Parent;
(iv) in if the event that any scheduled Expiration Date is on or after June 1, 2017, and the Company’s Annual Report on Form 10-K for the fiscal year ending April 2, 2017, including the information required by Part III of Form 10-K promulgated by the Offer Conditions are SEC (the “2017 10-K”) has not satisfied or waived as of any yet been filed with the SEC, then scheduled expiration of the Offer, Merger Sub may (but shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days business days each until the 2017 10-K has been filed with the SEC; and
(v) if, immediately prior to the scheduled Expiration Date, each Offer Condition has been satisfied, or waived by Parent or Merger Sub if permitted hereunder, and the proceeds of the Debt Financing or Substitute Financing are not available to Parent and Merger Sub, in order an amount sufficient (in combination with all funds held by or otherwise available to further seek Parent and Merger Sub, including the cash and cash equivalents (including short-term marketable securities) of the Company) to satisfy consummate the transactions contemplated by this Agreement, then Merger Sub shall have the right to, and, if requested by the Company, Merger Sub shall, extend the Offer Conditionsfor no more than two (2) periods of up to ten (10) business days each (the length of such period to be determined by Parent or if such extension is requested by the Company, as determined by the Company, but in any event no later than five (5) business days prior to the Termination Date); provided, however, that notwithstanding the foregoing clauses (i) - (ivv) of this Section 1.1(e2.1(e), inclusive, in no event shall Merger Sub be required to extend the Offer beyond the Termination DateDate unless at such time Parent is not permitted to terminate this Agreement in accordance with Section 10.1(c); and provided further, that the foregoing clauses (i) - (ivv) of this Section 1.1(e2.1(e), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent or Company to terminate this Agreement pursuant to the terms of Article VII. In the event that this Agreement is terminated pursuant to Section 7.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer.X.
Appears in 1 contract
Samples: Merger Agreement (Maxlinear Inc)
Expiration and Extension of Offer. (i) On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at 12:00 midnight (Eastern New York City time) on the date that is twenty (20) business days (for this purpose calculated in accordance with Section Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (the “Expiration Time”); provided. In the event that the Offer is extended pursuant to and in accordance with this Agreement, however, that notwithstanding then the foregoing Expiration Time shall be such date and time to which the expiration of the Offer has been so extended.
(ii) Notwithstanding the provisions of Section 1.1(e)(i) or anything to the contrary set forth in this Agreement:
(iA) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any Law or Order, or any rule, regulation or other requirement of the SEC (or its staff) that is applicable to the Offer or NASDAQ, in any NYSE Rule that such case, which is applicable to the Offer;
(iiB) in Merger Sub shall extend the event that Offer for any period required by any other Governmental Authority;
(C) if as of the Regulatory Condition is then-scheduled Expiration Time, any Offer Conditions shall not have been satisfied or waived as of any then scheduled expiration of (to the Offerextent permitted under applicable Law), Merger Sub shall may (and if requested by the Company, shall, and Parent shall cause Merger Sub to) extend the Offer for successive extension periods one or more consecutive increments of ten not more than 10 Business Days each, until the earlier of (101) the termination of this Agreement in accordance with its terms and (2) the Outside Date; provided however that if, as of any then scheduled Expiration Time, the only Offer Condition that has not been satisfied is the Minimum Condition and Section 1.1(b)(vi) , Merger Sub shall only be obligated, to extend the Offer for an additional two (2) consecutive increments of not more than 10 Business Days each in order to further seek to satisfy the Regulatory Condition;
(iii) in the event that the Minimum Condition is not satisfied or waived as of any then scheduled expiration of the Offer, but all of the other Offer Conditions have been satisfied or waived at such time, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) extension periods of ten (10) Business Days in order to further seek to satisfy the Minimum Condition; and
(iv) in the event that any of the Offer Conditions are not satisfied or waived as of any then scheduled expiration of the Offer, Merger Sub may (but shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days each in order to further seek to satisfy the Offer Conditions; provided, however, that notwithstanding the foregoing clauses (iI) - (iv) of this Section 1.1(e), inclusive, in no event shall Merger Sub shall not be required to extend the Offer beyond to a date later than the Termination Date; , (II) subject to applicable Law, Merger Sub may at any time extend the Offer for any period agreed by Parent and provided furtherthe Company, that (III) Merger Sub shall extend the foregoing clauses Offer as contemplated by the last sentence of Section 6.2(c) and (iIV) - (iv) if the Expiration Time falls within the Marketing Period, Merger Sub shall extend the Offer until the Business Day immediately following the end of the Marketing Period. Other than in connection with the termination of this Section 1.1(e)Agreement in accordance with Article VII, inclusive, Merger Sub shall not be deemed to impair, limit terminate or otherwise restrict in any manner withdraw the right Offer without the prior written consent of Parent to terminate this Agreement pursuant to the terms of Article VIICompany. In the event that this Agreement is terminated pursuant in accordance with Article VII prior to Section 7.1the Expiration Time, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty four (24) 24 hours of such termination), ) irrevocably and unconditionally terminate the Offer.
Appears in 1 contract
Expiration and Extension of Offer. On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at 12:00 midnight (12:01 a.m., Eastern time) Time, on the date that is twenty twenty-first (2021st) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after day following the date the Offer is first commenced (within the meaning of commenced, determined in accordance with Rule 14d-2 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (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”); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement:
(i) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation or other requirement of the SEC (or its staff) that is applicable to the Offer or any NYSE NASDAQ Rule that is applicable to the Offer;
(ii) in the event that the Minimum Condition, the Regulatory Condition, or the Governmental Proceeding Condition is not satisfied or waived as of any then scheduled expiration Expiration Date (and has not been waived by Merger Sub) or, as a result of an Order that has not become final and non-appealable, the OfferIllegality Condition is not satisfied as of any scheduled Expiration Date (and has not been waived by Merger Sub) and provided that the Regulatory Condition, the Governmental Proceeding Condition, or the Illegality Condition, as applicable, could reasonably be expected to be satisfied on or prior to the Termination Date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of up to ten (10) Business Days each in order for the parties hereto to further seek to satisfy satisfaction of the Minimum Condition, the Regulatory Condition, the Governmental Proceeding Condition, or the Illegality Condition, as applicable;
(iii) in the event that any of the Minimum Condition is Offer Conditions set forth in clause (iii), (iv) or (v) of Section 1.1(b) are not satisfied or waived as of any scheduled Expiration Date and Parent would not then scheduled expiration of the Offer, but all of the other Offer Conditions have been satisfied or waived at such timebe permitted to terminate this Agreement pursuant to Section 7.1(e), Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) successive extension periods of up to ten (10) Business Days each in order for the Company to further seek satisfaction of such Offer Conditions; provided, however, that Merger Sub shall not be required to satisfy extend the Minimum Condition; andOffer pursuant to this clause (iii) beyond the date on which Parent would be permitted to terminate this Agreement pursuant to Section 7.1(e);
(iv) in the event that any of the Offer Conditions (other than the Minimum Condition, the Regulatory Condition, the Governmental Proceeding Condition or the Illegality Condition) are not satisfied or waived as of any then scheduled expiration of the OfferExpiration Date, Merger Sub may (but but, except as provided in clause (iii) of this Section 1.1(e), shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days each in order for the parties hereto to further seek to satisfy satisfaction of the Offer Conditions or to permit the waiver of such Offer Conditions; and
(v) in the event that the Company delivers a Determination Notice to Parent in accordance with Section 1.2(b) less than seven (7) Business Days prior to any scheduled Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer to a date not earlier than seven (7) Business Days after the date of delivery of the Determination Notice; provided, however, that notwithstanding the foregoing clauses (i) - (ivi)-(v) of this Section 1.1(e), inclusive, in no event shall Merger Sub be required to (or permitted to, without the prior written consent of the Company) extend the Offer beyond the Termination DateDate unless at such time Parent would not be permitted to terminate this Agreement pursuant to Section 7.1(c); and provided further, that the foregoing clauses (i) - (ivi)-(v) of this Section 1.1(e), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to the terms of Article VII. In ; and provided, further, that Merger Sub shall not withdraw or 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 pursuant to Section 7.1the terms of Article VII. Following the Acceptance Time, if necessary to obtain sufficient Company Common Shares to reach the Short-Form Merger Threshold (without regard to Company Common Shares issuable upon the exercise of the Top-Up Option or Company Common Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), Merger Sub may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (immediately accept for payment, and pay for, all Company Common Shares that are validly tendered pursuant to the Offer during such “subsequent offering period.” The Offer Documents shall provide for the possibility of a “subsequent offering period” in any event within twenty four (24) hours a manner consistent with the terms of such termination), irrevocably and unconditionally terminate the Offerthis paragraph.
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Samples: Merger Agreement (Fx Energy Inc)
Expiration and Extension of Offer. On the terms and subject to the conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at 12:00 midnight (12:01 a.m., Eastern time) Time, on the date that is twenty twenty-first (2021st) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after Business Day following the date the Offer is first commenced (within the meaning of commenced, determined in accordance with Rule 14d-2 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and 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”); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in no event will the Offer be scheduled to expire prior to 12:01 a.m., Eastern Time, on October 6, 2015, and provided, further, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement:
(i) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation or other requirement of the SEC (or its staff) that is applicable to the Offer or any NYSE NASDAQ Rule that is applicable to the Offer;
(ii) in the event that the Regulatory Condition is not satisfied or waived as of any then scheduled expiration of the OfferExpiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of ten (10) Business Days each in order to further seek to satisfy the Regulatory Condition;
(iii) in the event that the Minimum Condition condition set forth in Section 1.1(b)(iv) or Section 1.1(b)(v) is not satisfied or waived as of any then scheduled expiration Expiration Date as a result of the Offer, but all occurrence of a Company Material Adverse Effect of the other Offer Conditions have been satisfied type described in clause (x)(1), (x)(2) or waived at such time, (x)(3) of the definition of a “Company Material Adverse Effect,” Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for two (2) successive extension periods of ten (10) Business Days each in order to further enable the Company to seek to satisfy the Minimum Condition; andforegoing conditions;
(iv) in the event that any of the Offer Conditions are is not satisfied or waived as of any then scheduled expiration of the OfferExpiration Date, Merger Sub may (but shall not be required to) extend the Offer for one (1) or more successive extension periods of up to ten (10) Business Days each in order to further seek to satisfy the Offer Conditions; and
(v) in the event that each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived as of any scheduled Expiration Date but the Minimum Condition shall not have been satisfied as of such scheduled Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for one extension period of ten (10) Business Days in order to seek to satisfy the Minimum Condition. provided, however, that notwithstanding the foregoing clauses (i) - (ivv) of this Section 1.1(e), inclusive, in no event shall Merger Sub be required to (or permitted to, without the prior written consent of the Company) extend the Offer beyond the First Termination Date or the Extended Termination Date, as applicable; and provided further, that the foregoing clauses (i) - (ivv) of this Section 1.1(e), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to the terms of Article VII. In ; and provided, further, that Merger Sub shall not withdraw or 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 pursuant to Section 7.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within twenty four (24) hours the terms of such termination), irrevocably and unconditionally terminate the OfferArticle VII.
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