Common use of Expiration and Extension of the Offer Clause in Contracts

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at 12:01 a.m., New York City time, on the 21st business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date being the “Initial Offer Expiration Date”), provided, however, that if at the Initial Offer Expiration Date, any Offer Condition is not satisfied (other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived, Sub shall, and Parent shall cause Sub to, extend the Offer for a period determined by Parent of not more than ten (10) business days. Thereafter, if at any then scheduled expiration of the Offer, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days (the length of such periods to be determined by Parent); provided, however, that Parent and Sub shall in no circumstance be required to extend the Offer to a date subsequent to the Outside Date. In addition, (x) Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ Global Market (“NASDAQ”) or the staff thereof applicable to the Offer and (y) Sub may, and Parent may cause Sub to, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11.

Appears in 2 contracts

Samples: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Osiris Therapeutics, Inc.)

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Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at 12:01 a.m.Midnight, New York City time, on the 21st later of (i) the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) the 28th day after the posting of the Offer Documents (such date being later date, the “Initial Offer Expiration Date”), ; provided, however, that if at the Initial Offer Expiration Date, any Offer Condition is not satisfied (other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) Date or waived, Sub shall, and Parent shall cause Sub to, extend the Offer for a period determined by Parent of not more than ten (10) business days. Thereafter, if at any then scheduled expiration of the OfferOffer thereafter, any Offer Condition is not satisfied or waived, Sub shall, and Parent Acquiror shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten five (105) business days each (or such longer period as Acquiror and the length of such periods to be determined by Parent); provided, however, that Parent Company may agree) and Sub (y) Acquiror shall in no circumstance be required to extend the Offer to a date subsequent to the Outside Date. In addition, (x) Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) SEC or the staff thereof or NASDAQ Global Market (“NASDAQ”) or SIC or, in each case, the staff thereof applicable to the Offer; provided, however, that in no event shall Acquiror be required to extend the Offer and beyond the Termination Date. The last date on which the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as the “Offer End Date” (yit being understood that under no circumstances shall the Offer End Date occur after the latest date as permitted under the Singapore Code.) Sub Acquiror may, and Parent may cause Sub toin its sole discretion, make available provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act Rule 14d-11(the “Subsequent Offering Period”).

Appears in 2 contracts

Samples: Implementation Agreement (Verigy Holding Co. Ltd.), Implementation Agreement (Verigy Ltd.)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at 12:01 a.m.midnight, New York City time, on the 21st business day 20th Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date and time being the “Initial Offer Expiration DateTime”), provided, however, that if at . In the event the Initial Offer Expiration Date, any Offer Condition is not satisfied Time has been extended pursuant to this Agreement (other than any in accordance with the immediately preceding sentence), such later date and time to which the Initial Offer Conditions that are by their nature Expiration Time has been extended pursuant to this Agreement shall be satisfied at referred to herein as the Acceptance “Expiration Time) or waived.” Notwithstanding anything to the contrary contained in this Section 2.1, Merger Sub shallmay, and Parent shall cause Sub toin its discretion, without the consent of the Company, extend the Offer for a period determined by Parent no more than two consecutive increments of not more than ten (10) business days. ThereafterBusiness Days each, if at any then otherwise scheduled expiration Expiration Time any of the Offer, any Offer Condition is conditions to Parent’s and Merger Sub’s obligation to purchase shares of Company Common Stock are not satisfied or waived, Sub shall, and Parent shall cause Sub to, or extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days (the length of such periods to be determined by Parent); provided, however, that Parent and Sub shall in no circumstance be required to extend the Offer to a date subsequent to the Outside Date. In addition, (x) Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ Global Market (“NASDAQ”) SEC or the staff thereof applicable to the Offer. If the Offer and (y) is required to be extended by any rule, regulation, interpretation or position of the SEC applicable to the Offer, then Merger Sub mayshall, and Parent may shall cause Merger Sub to, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11extend the Offer for the minimum period required by such Law, rule, regulation, interpretation or position.

Appears in 2 contracts

Samples: Merger Agreement (Everest Merger Sub, Inc.), Merger Agreement (Sport Chalet Inc)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at 12:01 a.m.midnight, New York City time, on the 21st business day following last Business Day of the 20 Business Day period beginning on the date of the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date being the “Initial Offer Expiration DateTime”), provided, however, that if at . In the event the Initial Offer Expiration DateTime has been extended pursuant to this Agreement, such later date and time to which the Initial Offer Expiration Time has been extended pursuant to this Agreement shall be referred to herein as the “Expiration Time”. If on the then-scheduled Expiration Time, any Offer Condition is not satisfied (other than any of the Offer Conditions that are by their nature to shall not be satisfied at the Acceptance Time) or or, in Sub’s sole discretion, waived, then in its sole discretion, Sub shall, and Parent shall cause Sub to, may extend the Offer for a period determined by Parent one or more periods of not more than ten (10) business days. Thereafter, if at any then scheduled expiration Business Days each (or such greater number of Business Days as the Offer, any Offer Condition is Parties may agree) as Sub so determines (but not satisfied or waived, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days (the length of such periods to be determined by Parent); provided, however, that Parent and Sub shall in no circumstance be required to extend the Offer to a date subsequent to beyond the Outside Date). In addition, (x) Sub shall, and Parent shall cause Sub to, extend if the Offer on one or more occasions for the minimum period is required to be extended by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ Global Market (“NASDAQ”) or the staff thereof applicable to the Offer and (y) Offer, then Sub mayshall, and Parent may shall cause Sub to, make available a extend the Offer for the minimum period required by such Law, rule, regulation, interpretation or position. Notwithstanding anything to the contrary in this Agreement, in no event shall Sub be required to extend the Offer (A) beyond March 10, 2015 (the subsequent offering period” in accordance with Exchange Act Rule 14d-11Outside Date”) or (B) at any time that Parent or Sub is permitted to terminate this Agreement pursuant to Article IX.

Appears in 1 contract

Samples: Merger Agreement (Dialogic Inc.)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at 12:01 a.m., New York City time, one minute after 11:59 p.m. Eastern Time on the 21st date that is 20 business day following the commencement of the Offer days (determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (such date being 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 Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, providedbut subject to the Parties’ respective termination rights under ‎Article 8: (i) if, however, that if at as of the Initial Offer then- scheduled Expiration Date, any Offer Condition is not satisfied (other than any Offer Conditions that are unless such condition is waivable by their nature to be satisfied at the Acceptance TimePurchaser or Parent and has been waived) or waived, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, extend the Offer for a period determined by Parent additional periods of not more than ten (10) up to 10 business days. Thereafterdays per extension, if at any then scheduled expiration of the Offer, any to permit such Offer Condition is not satisfied or waived, Sub to be satisfied; and (ii) Purchaser shall, and Parent shall cause Sub Purchaser to, extend the Offer on one from time to time for any period required by any Legal Requirement, any interpretation or more occasionsposition of the SEC, in consecutive increments of up the staff thereof or NASDAQ applicable to ten (10) business days (the length of such periods to be determined by Parent)Offer; provided, however, that Parent and Sub shall in no circumstance event shall Purchaser (1) be required to extend the Offer beyond the earlier to a date subsequent to the Outside Date. In addition, occur of (x) Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position valid termination of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ Global Market (“NASDAQ”) or the staff thereof applicable to the Offer this Agreement in accordance with ‎Article 8 and (y) Sub maythe End Date (such earlier occurrence, and Parent may cause Sub to, make available a the subsequent offering period” in accordance with Exchange Act Rule 14d-11Extension Deadline”) or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company.

Appears in 1 contract

Samples: Merger Agreement (Gilead Sciences Inc)

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Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at 12:01 a.m., 11:59 PM (New York City time, ) on the 21st business day twentieth (20th) Business Day (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) following the commencement of the Offer (determined using within the meaning of Rule 14d-1(g)(3) 14d-2 promulgated under the Exchange Act). Subject to the parties’ respective termination rights under Article VII, Merger Sub shall (and Parent shall cause Merger Sub to) (such i) extend the Offer for the minimum period required by any applicable Law, interpretation or position of the SEC or the staff thereof applicable to the Offer and (ii) if, on the initial expiration date being or any subsequent date as of which the “Initial Offer Expiration Date”), provided, however, that if at the Initial Offer Expiration Dateis scheduled to expire, any Offer Condition is shall not satisfied (other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived, Sub shall, and Parent shall cause Sub to, extend the Offer for a period determined by Parent of not more than ten (10) business days. Thereafter, if at any then scheduled expiration of the Offer, any Offer Condition is not have been satisfied or waived, Sub shall, and Parent shall cause Sub towaived (if permitted hereunder), extend the Offer on one or more occasions, occasions in consecutive increments of up to ten (10) business days Business Days each (or such longer period as the length parties hereto may agree) until the termination of such periods to be determined by Parent)this Agreement in accordance with its terms; provided, however, that Parent and Merger Sub shall in no circumstance not be required to extend the Offer to a date subsequent to later than the Outside Date. The expiration date for the Offer, as the same may be extended from time to time, is referred to as the “Offer Expiration Date.” The Offer may not be terminated prior to the then-scheduled Offer Expiration Date unless this Agreement is validly terminated in accordance with Article VII. In additionthe event that this Agreement is terminated pursuant to Article VII prior to any scheduled expiration thereof, Merger Sub shall (x) Sub shall, and Parent shall cause Merger Sub to) promptly (and in any event within one (1) Business Day of such termination), extend irrevocably and unconditionally terminate the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ Global Market (“NASDAQ”) or the staff thereof applicable to the Offer and (y) Sub may, and Parent may cause Sub to, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11Offer.

Appears in 1 contract

Samples: Merger Agreement (Reis, Inc.)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at 12:01 a.m., New York City time, one minute after 11:59 p.m. Eastern Time on the 21st date that is 20 business day following the commencement of the Offer days (determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (such date being 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 Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, providedbut subject to the Parties’ respective termination rights under Article 8: (i) if, however, that if at as of the Initial Offer then-scheduled Expiration Date, any Offer Condition is not satisfied (other than any Offer Conditions that are unless such condition is waivable by their nature to be satisfied at the Acceptance TimePurchaser or Parent and has been waived) or waived, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, extend the Offer for a period determined by Parent additional periods of not more than ten (10) up to 10 business days. Thereafterdays per extension, if at any then scheduled expiration of the Offer, any to permit such Offer Condition is not satisfied or waived, Sub to be satisfied; and (ii) Purchaser shall, and Parent shall cause Sub Purchaser to, extend the Offer on one from time to time for any period required by any Legal Requirement, any interpretation or more occasionsposition of the SEC, in consecutive increments of up the staff thereof or NASDAQ applicable to ten (10) business days (the length of such periods to be determined by Parent)Offer; provided, however, that Parent and Sub shall in no circumstance event shall Purchaser (1) be required to extend the Offer beyond the earlier to a date subsequent to the Outside Date. In addition, occur of (x) Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position valid termination of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ Global Market (“NASDAQ”) or the staff thereof applicable to the Offer this Agreement in accordance with Article 8 and (y) Sub maythe End Date (such earlier occurrence, and Parent may cause Sub to, make available a the subsequent offering period” in accordance with Exchange Act Rule 14d-11Extension Deadline”) or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company.

Appears in 1 contract

Samples: Merger Agreement (Immunomedics Inc)

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