Extension of Offer. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) the Purchaser shall extend the Offer for any period or periods required by (x) applicable Law, (y) applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the “SEC”) or its staff or (z) any of the rules and regulations, including listing standards, of the Nasdaq Global Market or other United States national securities exchange registered under the Exchange Act on which the applicable common stock is then traded (the “Securities Exchange Rule”), (ii) in the event that any of the conditions to the Offer set forth on Annex I hereto are not satisfied or waived as of any then scheduled Expiration Date, the Purchaser may 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, and (iii) in the event that any of the conditions to the Offer set forth on Annex I hereto are not satisfied or waived as of any then scheduled Expiration Date and there has not been a Change of Recommendation, the Company may, by written notice at least two (2) Business Days prior to such scheduled Expiration Date, request that the Purchaser extend the Offer for up to two (2) successive periods of ten (10) Business Days per extension period, until all of the conditions to the Offer set forth on Annex I hereto are satisfied or, to the extent permitted, validly waived; provided, however, that notwithstanding the foregoing clause (i) of this Section 1.1(e), in no event shall the Purchaser be required to extend the Offer beyond the earlier to occur of (1) the date this Agreement is terminated pursuant to Section 8.1 hereof or (2) the End Date; and provided, further, that the foregoing clause (i) of this Section 1.1(e) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the Parent to terminate this Agreement pursuant to Section 8.1 hereof. The Purchaser shall not and the Parent agrees that it shall cause the Purchaser not to terminate or withdraw the Offer other than in connection with termination of this Agreement pursuant to Section 8.1.
Extension of Offer. The parties acknowledge and agree that the expiration date of the Offer will be extended to 5:00 p.m. Eastern Time on July 28, 2008 in connection with the joinder and amendment provided hereby.
Extension of Offer. Section 1.1(d) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Extension of Offer. Termination; Amendment The Expiration Date is currently scheduled to be 5:00 p.m. (Eastern) on Wednesday, November 13, 2013. Although we do not currently intend to do so, we may, at any time and at our discretion, extend the period of time during which the Offer is open and delay accepting any tendered Original Warrants. If we extend the Offer, we will continue to accept properly completed Elections to Participate until the new Expiration Date. Amendments to the Offer may be made at any time and from time to time by an announcement. In the case of an extension, the announcement must be issued no later than 9:00 a.m. (Eastern) on the next business day after the last previously scheduled or announced expiration date. Any announcement made pursuant to the Offer to Exchange will be disseminated promptly to holders of Original Warrants in a manner reasonably designed to inform such holders of such amendment. Without limiting the manner in which we may choose to make an announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such announcement other than by issuing a press release. If we: · change the exercise price of the New Warrants to be exchanged for Original Warrants in connection with this Offer; or · change the number of Original Warrants eligible to participate in this Offer; or · make any other material change to the terms of this Offer; and in any such case the Offer affected by such change is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day (as defined below) from, and including, the date that notice of any such increase or decrease is first published, sent or given in the manner specified herein, we will extend the Offer until the expiration of such ten-business day period. For the purposes of the Offer, a “business day” means any day other than Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight (Eastern). We also expressly reserve the right, in our reasonable judgment, prior to the expiration of the Offer, to terminate or amend the Offer and to postpone our acceptance of any tendered Original Warrant upon the occurrence of any of the conditions specified under Section 8 “Conditions of the Offer” of this Offer to Exchange, by, in addition to the procedure set forth herein, giving oral or written notice of the termination, amendment or postponement. Our reservation o...
Extension of Offer. If (a) Purchaser shall not have purchased all of the Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the fifth (5th) business day following the initial date that the Offer would have otherwise first expired (the Extension Date) and (b) this Agreement shall not have been terminated in accordance with Article IX prior thereto, Purchaser agrees that commencing as of the Extension Date, the Company may begin to solicit potential financial investors to make private investments in the Company after any termination of this Agreement of up to ten million dollars US$ (10,000,000) in cash; provided, however, that the Company may not so solicit such investments if Parent or the Purchaser, at their option, agree on or prior to the Extension Date to loan (or cause to be loaned) to the Company an aggregate principal amount of five million dollars (US$5,000,000) (the Loan) pursuant to mutually agreed upon loan documentation to be entered into at or prior to the extension of the Loan. Any Loan made pursuant to this Section 7.16: shall (a) be conditioned upon the Company having provided to Purchaser customary lending documents, including legal opinions; (b) be secured by liens on all of the assets of the Company presently owned or acquired in the future; (c) be made on commercially reasonable terms and shall accrue interest at competitive fair market terms that the Company would otherwise then be in the position to reasonably procure; and (d) be due and payable in full, together with accrued interest thereon, the date that is ninety (90) days after the advancement of such Loan.
Extension of Offer. Termination; Amendment .................................................................. 44 22.
Extension of Offer a. The Offer shall be extended by Acquisition Sub until 12:00 Midnight, New York City time, on April 7, 2003 , and Company hereby consents to such extension.
Extension of Offer. Notwithstanding anything to the contrary in this Agreement (but subject to the parties’ respective rights to terminate the Agreement pursuant to ARTICLE VIII (which shall not be impaired, limited or otherwise restricted hereby):
Extension of Offer. 31 ARTICLE VIII CONDITIONS TO THE MERGER SECTION 8.01 Conditions to the Merger............................................. 31 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER
Extension of Offer. Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 10.1, Merger Sub may, in its discretion and without the consent of the Company, prior to the termination of this Agreement, (i) if, at any scheduled expiration of the Offer any of the Offer Conditions shall not be satisfied or waived and, in the reasonable determination of Parent such Offer Conditions are capable of being satisfied on or prior to the Outside Date, extend the Offer beyond the then applicable expiration date by one or more periods of not less than three (3) Business Days per extension to permit the Offer Conditions to be satisfied on or prior to the Outside Date; and (ii) extend the Offer for any period required by any rule, regulation or interpretation of the SEC, or the staff thereof, applicable to the Offer. In addition, Parent or Merger Sub may, in its or their discretion (and without the consent of the Company or any other Person), elect to provide for a subsequent offer period (and one more extension thereof) in accordance with Rule 14d-11 under the Exchange Act, including in the event that after the Acceptance Date less than 90% of the shares of Common Stock Outstanding have been accepted for payment pursuant to the Offer. Notwithstanding anything to the contrary in this Section 2.1(c), upon the written request of the Company, Parent shall cause Merger Sub to extend the Offer for one or more periods of no less than three (3) Business Days, if all of the Offer Conditions are not satisfied, but the Company believes that such Offer Conditions are reasonably capable of being satisfied on or prior to the Outside Date.
