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.
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Samples: Agreement and Plan of Merger (Smith & Nephew PLC), Agreement and Plan of Merger (Osiris Therapeutics, 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 20th 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 including the Minimum Tender Condition, but excluding any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waivedwaived in compliance with Section 1.01(b), 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 waivedwaived in compliance with Section 1.01(b), 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 not 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, in each case, (x) 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 (provided, however, that Parent and Sub shall not be required to extend the Offer to a date subsequent to the Outside Date) and (y) Sub may, and Parent may cause Sub tounless the Top-Up is then-exercisable in accordance with Section 1.03, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Restaurant Brands International Inc.), Agreement and Plan of Merger (Popeyes Louisiana Kitchen, 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
Expiration and Extension of the Offer. The Subject to the terms and conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at 12:01 a.m.midnight, New York City timeTime, on the 21st date that is twenty (20) business day following the commencement of the Offer days (determined using for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is commenced (such date being within the meaning of Rule 14d-2 promulgated under the Exchange Act)(the “Initial Offer Expiration Date”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, 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 Timei) or waived, Merger 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 SEC or the staff of the SEC or the Nasdaq Global Select Market that is applicable to the Offer, (ii) in the event that any of the conditions to the Offer set forth on Annex A hereto are not satisfied or waived as of any then scheduled expiration date of the Offer, Merger Sub shall extend the Offer for successive extension periods of not more than ten (10) Business Days each in order to permit the satisfaction of the conditions to the Offer (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended pursuant to and Exchange Commission in accordance with the terms of this Agreement, is referred to as the “Expiration Date”); provided, however, that notwithstanding the foregoing clauses (i) and (ii) of this Section 2.1(d), in no event shall Merger Sub be required to extend the Offer beyond the earlier to occur of (A) the date this Agreement is terminated pursuant to Section 10.1 hereof or (B) the date that is 180 days after the date hereof (the “SECOutside Date”); and provided further, that the foregoing clauses (i) or the staff thereof or NASDAQ Global Market (“NASDAQ”) or the staff thereof applicable to the Offer and (yii) Sub may, and Parent may cause Sub to, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11.of this Section
Appears in 1 contract
Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi)