Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Section 8.1 and subject to Section 2.1(d)(ii):
Extension of the Offer. Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; provided, however, that in no event shall Merger Sub (A) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (I) the valid termination of this Agreement in compliance with Article 8 and (II) the first (1st) Business Day immediately following the End Date or (B) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff.
Extension of the Offer. The Offer shall be extended from time to time as follows:
Extension of the Offer. The Parties agree that if prior to the Expiry Date Kinross becomes aware that any condition set out in Schedule A is unlikely to be satisfied or performed prior to the Expiry Date, it may, prior to the expiry of the Offer, in accordance with applicable Laws, extend the period during which Common Shares may be deposited under the Offer for one or multiple periods.
Extension of the Offer. Buyer may extend the offer to such other date and time as may be agreed in writing by Xxxxx, DLR and INXN, and Buyer shall extend the offer for any minimum period as required by the SEC or the NYSE rules applicable to the offer. Buyer shall also extend the offer on one or more occasions in consecutive periods of at least five business days and up to 10 business days each if, at the then-scheduled expiration time, any condition to the offer has not been satisfied or waived, in order to permit satisfaction of such condition, or for periods of up to 20 business days in case of the regulatory approval condition if such condition is not reasonably likely to be satisfied within such 10 business-day extension period. Buyer shall not be required or permitted (without consent of INXN) to extend the offer on more than three occasions if the sole remaining unsatisfied condition to the offer is the minimum condition, and Buyer shall not be required to extend the offer beyond the end date (which end date may be extended in accordance with the purchase agreement). If INXN elects to hold a subsequent EGM, then Buyer shall extend the offer until the date that is six business days after the date of the subsequent EGM. Irrespective of whether INXN holds a subsequent EGM, following the acceptance time, in the event the 80% minimum condition has been met, Buyer shall provide a subsequent offering period, in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act). In the event that DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%), Buyer will provide a subsequent offering period; however, Buyer will not provide a subsequent offering period if DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%) at the then-scheduled expiration time, and the number of INXN shares that have been tendered in accordance with the terms of the offer, and not properly withdrawn, together with the INXN shares then owned by DLR or its affiliates, represents at least sixty-six and two-thirds percent (66 2/3%) of the outstanding INXN shares on a fully-diluted and as-converted basis; but Buyer will announce the decision to reduce the minimum condition in a manner reasonably calculated to inform INXN shareholders of the reduction and Buyer shall extend the offer for a period of five (5) business days ...
Extension of the Offer. Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will be required to accept for payment and pay for any Shares validly tendered and not properly withdrawn. We are required to: (a) if requested by Receptos, extend the Offer for one or more successive periods of up to 15 business days per extension (or such longer periods as may be approved in advance by Receptos) if, at the time the Offer is scheduled to expire, any of the Offer Conditions, other than the Minimum Condition, are not satisfied or have not been waived (provided that such condition or conditions are capable of being satisfied on or before July 14, 2016); (b) extend the Offer for a period of 10 business days (or such longer periods as may be approved in advance by Receptos), if, at the time the Offer is scheduled to expire, the Minimum Condition is not satisfied but all other Offer Conditions are satisfied or have been waived, on no more than two occasions (provided that we may extend the Offer for additional periods in our sole and absolute discretion); and (c) extend the Offer for the minimum period required by any law or order, or any rule, regulation, interpretation or position of the SEC or its staff or The NASDAQ TABLE OF CONTENTS Stock Market LLC (the “NASDAQ”) applicable to the Offer. There can be no assurance that we will exercise our right to extend the Offer or that we will be required under the Merger Agreement to extend the Offer. During any extension of the initial offering period, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to any withdrawal rights. See Section 4 — “Withdrawal Rights.” Dividends and Distributions • Under the terms of the Merger Agreement, Receptos is not permitted to declare, set aside, make or pay any dividend or distribution (whether in cash, stock or property) in respect of its capital stock without the prior written consent of Celgene. See Section 14 — “Dividends and Distributions.
Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Article VIII and subject to Section 2.15(d)(ii) and Section 2.15(d)(iii), and subject to the parties’ respective rights to terminate this Agreement pursuant to Article VIII (which shall not be impaired, limited or otherwise restricted hereby):
Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Section 8.1 and subject to Section 2.1(d)(ii), if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (other than any Offer Conditions that by their nature are to be satisfied at the Expiration Time) and has not been waived by Parent, to the extent waivable by Parent, (A) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions, for one or more additional periods of up to ten (10) Business Days per extension (or such longer period as the Company and Parent may agree in writing), to permit such Offer Conditions to be satisfied; provided, that if the sole such unsatisfied Offer Condition is the Minimum Condition (other than any Offer Conditions that by their nature are to be satisfied at the Expiration Time), Merger Sub shall not be required (and Parent shall not be required to cause Merger Sub) to extend the Offer thereafter for more than twenty (20) Business Days; and (B) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time for the minimum period required by any Law, any interpretation or position of the SEC, the staff thereof or any rules and regulations of the NYSE applicable to the Offer (including in order to comply with Rule 14e-1(b) promulgated under the Exchange Act in respect of any change in the Offer Price).
Extension of the Offer. Hydrogenics covenants and agrees that if prior to the Expiry Date it becomes aware that any condition set out in Schedule A is unlikely to be satisfied or performed prior to the Expiry Date, it may, prior to such date, in accordance with applicable Laws, extend the period during which Common Shares may be deposited under the Offer.
Extension of the Offer. Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties' respective termination rights under Section 10: (i) if, as of the then-scheduled Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub or Parent, to the extent waivable by Merger Sub or Parent, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for additional periods of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time for any period required by any applicable Law, any interpretation or position of the SEC, the staff thereof applicable to the Offer; provided, however, that in no event shall Merger Sub (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of this Agreement in accordance with Section 10 and (y) July 31, 2018 (the "Extension Deadline") or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company.
