Offer Conditions. Notwithstanding any other provision of the Offer, Merger Sub shall not be required to accept for payment, or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, to pay for, and may delay the acceptance for payment of, any Shares tendered pursuant to the Offer, if (i) the Minimum Condition shall not have been satisfied or (ii) any of the following conditions exists:
(a) the Special Committee or the Company Board (acting based on the recommendation of the Special Committee) has made a Change in Recommendation such that the Special Committee Recommendation or the Company Board Recommendation is not in effect as of the Expiration Date;
(b) there shall be in effect any Order or Law issued, enacted or promulgated by any court of competent jurisdiction or other Governmental Entity that restrains, enjoins or otherwise prohibits the consummation of the Offer or the Merger;
(c) (i) any of the representations and warranties of the Company set forth in Section 4.07(b) (Absence of Certain Changes) shall not be true and correct as of the date of this Agreement and as of the Expiration Date as though made on or as of such date, (ii) any of the representations and warranties set forth in parts (a) and (b) of Section 4.02 (Capitalization) and Section 4.03 (Authority Relative to this Agreement) shall not be true and correct in all material respects as of the date of this Agreement and as of the Expiration Date as though made on or as of such date or (iii) any of the other representations and warranties of the Company set forth in Article IV hereof (other than the Sections of Article IV referred to in clause (i) or (ii) above), disregarding any exceptions therein relating to materiality or Material Adverse Effect, shall not be true and correct as of the date of this Agreement and as of the Expiration Date as though made on or as of such date except in the case of clause (iii) for such failures to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect;
(d) the Company shall not have performed or complied with in all material respects, any of its covenants or agreements contained in the Agreement at or prior to the Expiration Date to the extent required to be performed at or prior to the Expiration Date, which failure to perform or comply shall not have been cured at or prior to the Expiration Date;
(e) Form D approval from the i...
Offer Conditions. “Offer Conditions” is defined in Section 1.1(b) of the Agreement.
Offer Conditions. Notwithstanding any other provisions of the Offer and in addition to Merger Sub’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Agreement and applicable Law, neither Parent nor Merger Sub shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and not validly withdrawn, if:
Offer Conditions. This Agreement and your continued employment with the Company are conditioned on you accepting and returning a signed copy of this Agreement. This Agreement is also conditioned on: (a) you not being subject to any confidentiality, non-competition, or any other similar type of restriction that may affect your ability to perform your work at the Company; and (b) you not having been debarred, or having received notice of any action or threat with respect to debarment, under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. 335(a) or any similar legislation applicable in the US or in any other country where the Company intends to develop its activities. By signing this Agreement, you represent and warrant that you are not subject to any such limitations or restrictions.
Offer Conditions. “Offer Conditions” shall have the meaning set forth in Section 1.1(b).
Offer Conditions. The Offer and the contracts which come into existence as a result of its acceptance by the AKASOL Shareholders are subject to the following conditions (the “Offer Conditions”): [Note: Set of regulatory conditions depends on the outcome of the currently ongoing regulatory analysis and may be amended as required.]
Offer Conditions. The Offer Conditions (as defined in the Acquisition Agreement (as of July 1, 2014)) shall have been satisfied or (subject to the following) waived in accordance with the terms and conditions of the Acquisition Agreement (as of July 1, 2014), and no provision of the Acquisition Agreement or any other Acquisition Document (including such Offer Conditions) shall have been waived, amended, supplemented or otherwise modified, and no consent or request by the Borrower or any of its Subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders without each Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Without limiting the foregoing, it is understood that any modification or waiver of the Minimum Condition (as defined in the Acquisition Agreement) under the Tender Offer Documents shall be considered materially adverse to the interests of the Lenders.
Offer Conditions. The Offer Conditions are described in Section 15 — “Conditions of the Offer.”
Offer Conditions. Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered shares of Company Common Stock promptly after expiration or termination of the Offer), to pay for any shares of Company Common Stock tendered, and may postpone the acceptance for payment or, subject to the restriction referred to above, payment for any shares of Company Common Stock tendered, and (subject to Section 1.1(b) of the Agreement, as defined below) may amend or terminate the Offer (whether or not any shares of Company Common Stock have theretofore been purchased or paid for) if:
(i) there have not been validly tendered and not withdrawn prior to the time the Offer shall otherwise expire a number of shares of Company Common Stock which, together with any shares of Company Common Stock beneficially owned by Parent and its affiliates, constitutes at least two thirds of the shares of Company Common Stock outstanding on a fully diluted basis; or
(ii) any applicable waiting periods under the HSR Act (or similar provisions of the laws of Canada or Mexico) applicable to the transactions contemplated by the Agreement shall not have expired or been terminated prior to the expiration of the Offer; or
(iii) at any time on or after the date of the Agreement and before acceptance for payment of such shares of Company Common Stock any of the following events shall occur and be continuing:
(A) any U.S. or foreign governmental entity or any foreign, Federal, state or local court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (other than the application to the Offer and the Merger of applicable waiting periods under the HSR Act (or similar provisions of the laws of Canada or Mexico) which is in effect and which (1) prevents or prohibits consummation of the Offer or the Merger, (2) prohibits or limits the ownership or operation by the Company, Parent or any of their affiliates or Subsidiaries of all or any material portion of the business or assets of the Company or any of its Subsidiaries, (3) imposes material limitations on the ability of Parent, Purchaser or any other Subsidiary of Parent to hold or to exercise effectively full rights of ownership of the shares of Co...
Offer Conditions. Notwithstanding any other provisions of the Offer or the Agreement, Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any tendered shares of Company Common Stock unless:
