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of the SEC including Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and not validly withdrawn, if:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (ZS Pharma, Inc.), Agreement and Plan of Merger (Durata Therapeutics, Inc.), Agreement and Plan of Merger (Cadence Pharmaceuticals Inc)
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Act, pay for any Shares validly tendered Tendered Shares, if any of the following events shall occur and not validly withdrawn, if:be continuing as of immediately prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.1(e) of the Agreement):
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Salix Pharmaceuticals LTD)
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 this 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of the SEC including Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and not validly withdrawn, if:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Con-Way Inc.), Agreement and Plan of Merger (XPO Logistics, Inc.)
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 shares of Target Common Stock validly tendered and not validly withdrawn, if:if (unless waived in writing by Parent (other than the Minimum Condition)):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enernoc Inc), Agreement and Plan of Merger (World Energy Solutions, Inc.)
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 Acquiror 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:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Move Inc), Agreement and Plan of Merger (News Corp)
Offer Conditions. Notwithstanding any other provisions of the Offer Offer, but subject to the terms and conditions set forth in addition to Merger Sub’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Agreement and applicable LawAgreement, neither Parent nor Merger Sub shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC SEC, including Rule 14e-1(c) under the Exchange ActAct (relating to Merger Sub’s obligation to pay for or return Tendered Shares promptly after termination or withdrawal of the Offer), pay for any Shares validly tendered and not validly withdrawnTendered Shares, if:if immediately prior to the Expiration Date (as it may have been extended pursuant to Section 2.1(e) of the Agreement):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ocata Therapeutics, Inc.)
