Offer Commencement Sample Clauses

Offer Commencement. Provided that (x) this Agreement has not been terminated pursuant to Article VII and (y) the Company has complied in all material respects with its obligations under Section 1.1(h) and Section 1.2 in each case that are required to be performed by it prior to commencement of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) commence the Offer (within the meaning of Rule 14d-2 under the Exchange Act) to purchase all of the Company Shares at a price per Company Share equal to the Offer Price (subject to the terms of Section 1.1(d)) as promptly as practicable (but in no event more than ten (10) Business Days) after the date hereof.
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Offer Commencement. Provided that (x) this Agreement shall not have been terminated pursuant to Article X, (y) the Company is not in breach of its obligations under Section 2.2 and (z) Parent and the Financing Sources shall have received the Specified Required Information, Merger Sub shall (and Parent shall cause Merger Sub to) commence the Offer (within the meaning of Rule 14d-2 under the Exchange Act) to purchase all of the Company Shares at a price per Company Share equal to the Offer Price (subject to the terms of Section 2.1(d)) as promptly as practicable after the date hereof (but in any event within twenty (20) business days of the date hereof, or such later date as may be agreed by Parent and the Company).
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Offer Commencement. Provided that (x) this Agreement shall not have been terminated pursuant to Article VII, (y) none of the events set forth in clauses (iii), (iv) or (v) of Section 1.1(b) shall have occurred and be continuing, and (z) the Company shall have complied with its obligations under Section 1.2, Merger Sub shall (and Parent shall cause Merger Sub to) commence the Offer (within the meaning of Rule 14d-2 under the Exchange Act) to purchase all of the Company Shares at a price per Company Share equal to the Offer Price (subject to the terms of Section 1.1(d)) as promptly as practicable (but in no event more than ten (10) Business Days) after the date hereof.
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Offer Commencement. Provided that (i) this Agreement shall not have been terminated pursuant to Section 7.1, (ii) none of the events or conditions described in clause (vi) or (viii) of Section 1.1(b) shall have occurred and be continuing, (iii) the Company has complied in all material respects with its obligation to provide information to Parent pursuant to Section 1.1(g) and has provided to Parent, in writing, all information concerning the Company that is required by applicable securities laws to be included in the Schedule TO or the Offer Documents and (iv) the Company is prepared (in accordance with Section 1.2(a)) to file the Schedule 14D-9 with the SEC on the same day as Merger Sub commences the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) commence the Offer (within the meaning of Rule 14d-2 under the Exchange Act) to purchase all of the Company Common Shares at a price per Company Common Share equal to the Offer Price (subject to the terms of Section 1.1(d)) as promptly as practicable (but in no event later than ten (10) Business Days) after the date of the initial public announcement of this Agreement or, if the Offer is not so commenced because of any of the events or conditions described in clause (ii), (iii) or (iv) of this Section 1.1(a), as promptly as practicable after no such event or condition is continuing.
Sample 1
Offer Commencement. Provided that this Agreement shall not have been terminated pursuant to Article VII, and subject to the conditions set forth in Section 1.1(b), as promptly as practicable after the date hereof (but in no event more than ten (10) Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the shares of Company Common Stock at a price per share, subject to the terms of Section 1.1(d), equal to the Offer Price. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement, including Section 1.1(b). Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof.
Sample 1
Offer Commencement. Provided that this Agreement shall not have been terminated in accordance with Article VII, and subject to the Offer Conditions, as promptly as practicable after the date of this Agreement (but in no event more than ten (10) Business Days thereafter, subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(g) and 1.2(c)), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer (the date on which Acquisition Sub commences (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer referred to herein as the “Offer Commencement Date”) to (i) purchase all of the shares of Company Common Stock at a price per share equal to the Common Offer Price and (ii) purchase all of the shares of Company Series B Preferred Stock at a price per share equal to the Preferred Offer Price, in each case, subject to the terms of Section 1.1(d). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement, including the Offer Conditions. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof.
Sample 1

Related to Offer Commencement

  • Term Commencement The term for each Service will commence on the Service Commencement Date indicated in the Notice of Service Commencement delivered by Exodus to Customer when Exodus begins providing each Service to Customer.

  • Commencement Date Landlord shall deliver possession of the Premises to Tenant on the date (the “Delivery Date”) that Landlord’s Market Ready Improvements described on EXHIBIT C attached hereto and the Tenant Improvements to be completed by Landlord pursuant to the Work Letter Agreement attached hereto as EXHIBIT D are substantially completed. For purposes of this Lease, Landlord’s Market Ready Improvements and the Tenant Improvements shall be deemed to be “substantially completed” when Landlord’s Market Ready Improvements and the Tenant Improvements have been completed in accordance with any plans and specifications therefor, subject only to the completion of any minor punch-list items, and the City of Sunnyvale has completed a final inspection of such work and issued a temporary certificate of occupancy or other written approvals permitting legal occupancy of the Premises. The term of this Lease (“Term”) shall be seventy-six (76) months commencing on the date (the “Commencement Date”) which is thirty (30) days from the Delivery Date. If the Delivery Date does not occur on or before May 1, 2018, for any reason other than (i) ArcTec’s failure to complete the Final Plans and Specifications (as such term is defined in the Work Letter attached as EXHIBIT D) and submit such Final Plans and Specifications (and any other documentation required by the City of Sunnyvale for the issuance of a building permit for the Tenant Improvements) to Landlord’s general contractor by January 8, 2018, (ii) the City requiring Landlord to stop construction due to its commencement of the Tenant Improvements before the permits therefor were issued or (iii) delays caused by the acts or omission of Tenant, as defined in Paragraph 3(c) below, then the date Tenant is otherwise obliged to commence payment of Rent shall be delayed by one (1) additional day for each day the Delivery Date is delayed beyond such date.

  • Term Commencement Date The term of this Agreement shall commence on , 2020 (the “Commencement Date”) and, unless earlier terminated in accordance with the terms of this Agreement, shall end on June 30, 2055 (the “Term”).

  • Rent Commencement Date The "Rent Commencement Date" shall be the date that Tenant first uses the Premises or any portion thereof for any purpose permitted under this lease. In the event this lease pertains to a building or building interior finish to be constructed, the "Rent Commencement Date" shall be the date upon which the buildings and other improvements erected and to be erected upon the premises shall have been substantially completed in accordance with the plans and specifications described on Exhibit "C" attached hereto and incorporated herein by reference, provided however, that if Landlord shall be delayed in such substantial completion as a result of: (i) Tenant's failure to agree to plans, specifications, and cost estimates, within a reasonable period of time; (ii) Tenant's request for materials, finishes or installations other than Landlord's standard; (iii) Tenant's changes in plans: the commencement date and the payment of rent hereunder shall be accelerated by the number of days of such delay, and provided further that if Landlord cannot substantially complete the premises as a result of any events (i) through (iii) above, Landlord may as its election complete so much of Landlord's work as may be practical under the circumstances and, by written notice to Tenant, establish the commencement date as the date of such partial completion, subject to any applicable accelerations due to delays resulting from events (i) through (iii) above. Taking possession by Tenant shall be deemed conclusively to establish that said buildings and other improvements have been completed in accordance with the plans and specifications and that the premises are in good and satisfactory condition, as of when possession was so taken. Tenant acknowledges that no representations as to the repair of the premises have been made by Landlord, unless such are expressly set forth in the lease. After such "Rent Commencement Date" Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the premises. In the event of any dispute as to substantial completion of work performed, execute or required to be performed by Landlord, the certificate of Landlord's architect or general contractor shall be conclusive.

  • Vesting Commencement Date Exercise Price per Share: Total Number of Shares: Type of Option: Non-Qualified Stock Option/Incentive Stock Option

  • Delivery; Acceptance of Premises; Commencement Date Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 90 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, this Lease may be terminated by Landlord or Tenant by written notice to the other, and if so terminated by either: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenants’ Work,” and “Force Majeure Delays” shall have the meanings set forth for such terms in the Work Letter. If neither Landlord nor Tenant elects to void this Lease within 10 business days of the lapse of such 90 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect; provided, however, that if Landlord does not Deliver the Premises within 150 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, this Lease may be terminated by Tenant by written notice to Landlord, in which case subsections (a) and (b) of this paragraph shall apply. If Tenant does not elected to void this Lease within 10 business days of the lapse of such 150 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect.

  • Delay in Commencement Notwithstanding the Commencement Date, if for any reason Lessor cannot deliver possession of the Premises to Lessee on said date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Lessee hereunder or extend the Term hereof, but in such case Lessee shall not be obligated to pay rent until possession of the Premises is tendered to Lessee; provided, however, that if Lessor shall not have delivered possession of the Premises within ninety (90) days from the Commencement Date and such delay is absent of force majeure or otherwise, Lessee may, at Lessee’s option, by notice in writing to Lessor within ten (10) days thereafter, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder. If Lessee occupies the Premises prior to the Commencement Date, such occupancy shall be subject to all provisions hereof; such occupancy shall not advance the Expiration Date, and Lessee shall pay rent from its date of occupancy at the initial monthly rates set forth below. If Lessor, by reason of force majeure or otherwise, cannot deliver the Premises within ninety (90) days from the Commencement Date, Lessor or Lessee may, at their respective options, by notice in writing within ten (10) days thereafter, cancel this Lease. In the event Lessor is required to improve the Premises in the manner described on Exhibit “B” attached hereto (the “Lessor’s Work”), Lessor agrees to use reasonable diligence to have Lessor’s Work completed and the Premises ready for occupancy on or before the Commencement Date.

  • Lease Commencement Date The earlier to occur of (i) the date upon which Tenant first commences to conduct business in the Premises, and (ii) the later to occur of (A) November 1, 2018 and (B) the date upon which the Premises are Ready for Occupancy (as that term is defined in Section 5.1 of the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”)).

  • Lease Commencement Notwithstanding anything contained herein to the contrary, if Lessor, for any reason whatsoever, including Lessor's negligence except as provided for in Article 27(b), cannot deliver possession of the Premises, as provided for in Article 27(a), to Lessee at the commencement of the agreed Term as set forth in Article 2, this Lease shall not be void or voidable, nor shall Lessor be liable to Lessee for any loss or damage resulting therefrom, but in that event, the Term shall be for the full term as specified above to commence from and after the date Lessor shall have delivered possession of the Premises to Lessee or from the date Lessor would have delivered possession of the Premises to Lessee but for Lessee's failure to timely supply to Lessor such drawings and/or information required by Exhibit C or for any other reason attributable to Lessee (herein the "Commencement Date") and to expire midnight of the day immediately preceding Term anniversary of the Commencement Date, and if requested by Lessor, Lessor and Lessee shall, ratify and confirm said Commencement and Expiration Dates by completing and signing Exhibit G attached hereto and made a part hereof.

  • Start Date The Executive’s employment with the Company shall commence on March 30, 2018 (the “Start Date”).

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