Common use of Extension of Offer Clause in Contracts

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. Notwithstanding the foregoing or anything to the contrary set forth in this AgreementAgreement (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): (i) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Purchaser Offer on one or more occasions in consecutive increments of up to five (5) Business Days (determined pursuant to 1934 Act Rule 14d-1(g)(3)) each (or such longer or shorter period as the parties hereto may agree in writing), if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion waived, until such time as such condition or conditions are satisfied or waived, provided, however, that if at the end of the then-scheduled Expiration Time the sole unsatisfied Offer Condition is the Minimum Tender Condition, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) extend the Offer for more than four (4) additional five (5) Business Day periods); (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer until the No-Shop Period Start Date or, if there is an Excluded Party as of the No-Shop Period Start Date, the Cut-Off Time or, in either case, such longer or shorter period as the parties hereto may agree in writing (and, in any event, if any such date is not a Business Day, the first Business Day thereafter), only if on the then-scheduled Expiration Time (which is before the No-Shop Period Start Date or Cut-Off Time, as applicable) all of the Offer Conditions have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing and which conditions would be capable of being satisfied as of such then-scheduled Expiration Time) or waived; (iii) Merger Sub shall extend the Offer for any period or periods required by (x) applicable Law, (y) applicable rules, regulations, interpretations any interpretation or positions position of the United States Securities and Exchange Commission (the “SEC”) ), the staff thereof, or its staff or (z) any of the rules and regulations, including listing standards, of the Nasdaq Global Stock Market or other United States national securities exchange registered under the Exchange Act on which the (“Nasdaq”) 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 until any waiting period (iiiand any extension thereof) in applicable to the event that any consummation of the conditions to Offer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition, or similar Law shall have expired or been terminated; (iv) Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer set forth on Annex I hereto are not if, as of a then-scheduled Expiration Time (x) all of the Offer Conditions have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing and which conditions would be capable of being satisfied as of any then such then-scheduled Offer Expiration Date Time); (y) the full amount of the Financing necessary to pay the aggregate Offer Price at the Offer Closing and there the Merger Consideration at the Closing has not been a Change of Recommendation, the Company may, by written notice at least two funded and Merger Sub reasonably believes that such Financing will not be available to be funded within three (23) Business Days prior to such of the then-scheduled Expiration Time; and (z) the Parent certifies to the Company that it reasonably expects that the Financing will be consummated, then upon written notice to the Company, the Merger Sub may extend the then-scheduled Expiration Time for either (x) should there be no Excluded Parties as of the No-Shop Period Start Date, request one (1) additional period of up to fifteen (15) days or (y) should there be Excluded Parties as of the No-Shop Period Start Date such that the Purchaser extend the Offer for Cut-Off Time is relevant, one (1) additional period of up to two five (25) 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 waiveddays; provided, however, that notwithstanding the foregoing clause (i) of this Section 1.1(e), in no event shall the Purchaser be required to such extension may extend the Offer Expiration Time beyond the earlier Business Day that that is five (5) Business Days immediately prior to occur of (1) the date this Agreement is terminated pursuant to Section 8.1 hereof or (2) the End Outside Date; and provided, further, that if any such date is not a Business Day, 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 8.1first Business Day thereafter.

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 (xw) applicable Law, (yx) applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the “SEC”) SEC or its staff or staff, (zy) 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”)) or (z) until the applicable waiting period under the HSR Act and any applicable Antitrust Law in the countries set forth on Schedule 7.1 attached hereto in respect of the Transactions shall have expired or been terminated, (ii) the Purchaser shall extend the Offer if at any then scheduled Expiration Date, the Company shall have brought any action in accordance with Section 9.12 to enforce specifically the performance of the terms and provisions of this Agreement by Parent or Purchaser (x) for the period during which such action is pending or (y) for such other time period established by the court presiding over such action, (iii) in the event that any of the conditions to the Offer set forth on Annex I hereto Conditions are not satisfied or waived waived, other than the Minimum Condition, as of any then scheduled Expiration Date, the Purchaser may 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, and (iiiiv) in the event that any of the conditions to the Offer set forth on Annex I hereto are Minimum Condition is not satisfied or waived as of any then scheduled Expiration Date and there has the Purchaser is not been a Change of Recommendationotherwise obligated to extend the Offer pursuant to clause (i), (ii) or (iii) above, (A) the Company may, by written notice at least two (2) Business Days prior to such scheduled Expiration Date, request require that the Purchaser extend the Offer for a up to two (2) periods of ten (10) Business Days each, until the Minimum Condition is satisfied, so long as there has not been a Change of Recommendation and (B) the Purchaser may, in its sole discretion, extend the Offer for up to two (2) successive periods of ten (10) Business Days per extension periodeach, until all of the conditions to the Offer set forth on Annex I hereto are satisfied or, to the extent permitted, validly waivedMinimum Condition is satisfied; provided, however, that notwithstanding the foregoing clause (i), (ii) or (iii) 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 nothing in this Section 1.1(e) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the Parent or Purchaser 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. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) the Purchaser shall extend the Offer for any period or of 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 in Section 7.2 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 in Section 7.2 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 in this Agreement 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 or the Company 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. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, and without limiting Parent’s or Merger Sub’s obligations under this Section 2.1(e), Merger Sub: (i) may elect to, and if requested by the Purchaser Company, 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 Expiration Time to a date that 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 no more than ten (10) Business Days each (calculated in order to permit accordance with Rule 14d-1(g)(3) under the satisfaction of the conditions to the Offer, and (iiiExchange Act) 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 after such previously 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 Merger Sub shall the Purchaser not 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 this clause (i) on more than two (2) occasions if all Offer Conditions other than the Minimum Tender Condition are satisfied on the date on which the Offer is scheduled to expire, but may, in its sole and absolute discretion, elect to do so on one or more occasions for any period, if on any then-scheduled Expiration Time any of this Section 1.1(e) the Offer Conditions shall not be deemed to impairsatisfied or, limit in Merger Sub’s sole discretion, waived, until such time as such condition or otherwise restrict in conditions are satisfied or waived; and (ii) shall extend the Offer for any manner the right period required by applicable Law, any interpretation or position of the Parent SEC, the staff thereof, or the NASDAQ applicable to the Offer, and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under any applicable antitrust, competition, or similar Law shall have expired or been terminated; provided, however, that in no event shall Merger Sub be required to extend the Offer: (A) beyond December 31, 2018 (the “Outside Date”) if Merger Sub is then entitled to terminate this Agreement pursuant to Section 8.1 hereof. The Purchaser shall not and the 10.2(a); or (B) at any time that Parent agrees that it shall cause the Purchaser not or Merger Sub is permitted to terminate or withdraw the Offer other than in connection with termination of this Agreement pursuant to Section 8.1Article X; and provided further that in no event shall Merger Sub be permitted to extend the Offer beyond the Outside Date (unless the Company has consented to such extension).

Extension of Offer. Notwithstanding the foregoing or anything Subject to the contrary set forth in this Agreement, parties’ respective termination rights under ARTICLE VIII: (i) if, as of the Purchaser then scheduled Expiration Time, any Offer Condition is not satisfied and has not been waived by Parent or Merger Sub if permitted hereunder, then Merger Sub shall and Parent shall cause Merger Sub to (and without the consent of the Company), extend the Offer on one or more occasions in consecutive increments (each such extension period, an “Additional Offer Period”), for an additional period of up to ten Business Days per extension, to permit such Offer Conditions to be satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition, other than the Minimum Tender Condition); and (ii) Merger Sub shall and Parent shall cause Merger Sub to extend the Offer from time to time for any period or periods required by (x) applicable Law, (y) applicable rules, regulations, interpretations any interpretation or positions position of the United States Securities and Exchange Commission (the “SEC”) ), the staff thereof, or its staff or (z) any of the rules and regulations, including listing standards, of the Nasdaq Global Stock Market or other United States national securities exchange registered under the Exchange Act on which the (“Nasdaq”) 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 until any waiting period (iiiand any extension thereof) in applicable to the event that any consummation of the conditions to Offer under the Offer set forth on Annex I hereto are not satisfied Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition, or waived as of any then scheduled Expiration Date and there has not similar Law shall have expired or 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 waivedterminated; provided, however, that notwithstanding the foregoing clause (i) that if at the initial Expiration Time or the end of this Section 1.1(e)any Additional Offer Period, all of the Offer Conditions, except for the Minimum Tender Condition, are satisfied or have been waived, Merger Sub shall only be required to extend the Offer and its expiration date beyond the initial Expiration Time or such subsequent date for one or more additional periods not to exceed an aggregate of 20 Business Days, to permit the Minimum Tender Condition to be satisfied and (ii) that in no event shall the Purchaser Merger Sub be required to extend the Offer beyond a date later than the earlier to occur of (1) the date this Agreement is terminated pursuant to Section 8.1 hereof or (2) the End Outside 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 Merger Sub agrees that it shall cause the Purchaser not, and Parent shall not to permit or authorize Merger Sub to, terminate or withdraw the Offer other than prior to any scheduled Expiration Time without the prior written consent of the Company except in connection with termination of the event that this Agreement pursuant to Section 8.1is terminated in accordance with ARTICLE VIII.