Common use of Offer Period Clause in Contracts

Offer Period. 2.1 The Offer shall expire at 11:59 p.m., New York City time, at the end of the twentieth (20th) Business Day following the commencement (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) of the Offer (the “Initial Expiration Time”). 2.2 Notwithstanding anything else to the contrary in this Agreement: (a) if, at the Initial Expiration Time or any subsequent scheduled expiration of the Offer, any Condition shall not have been satisfied or waived, AMEC shall extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days (or such other period as the parties hereto may agree) each, until such time as all of the Conditions shall have been satisfied (or, to the extent permitted, waived); and (b) without prejudice to clause 2.2(a), AMEC shall extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or of a National Securities Exchange, or any other applicable Laws, provided, however, that (i) AMEC shall (to the extent clause 2.2(a) does not already so provide) on a single occasion cause the Offer to be extended for a five (5) Business Day period following the first date on which all Conditions other than the Minimum Tender Condition are satisfied or waived (and, as required, the Longstop Date shall be extended through such five (5) Business Day period) and (ii) in each case, AMEC shall not be required to extend the Offer beyond the Longstop Date, except as the Longstop Date is extended in accordance with the definition thereof or pursuant to sub-clause (i) of this proviso (it being agreed and understood that if the Longstop Date is extended in accordance with the definition thereof, the provisions of this clause 2.2 (including sub-clause (i) of this proviso) shall continue to apply and the Offer shall be extended accordingly). The Initial Expiration Time or, in the event the Initial Expiration Time has been extended pursuant to this Agreement (other than in connection with a Subsequent Offering Period as described in the following sentence), the date and time to which the Offer has been so extended is referred to herein as the “Expiration Time”. For the avoidance of doubt, AMEC shall have the right to (and shall upon the Company’s reasonable request), following the Offer Closing, extend the Offer for a reasonable “subsequent offering period”, in accordance with Rule 14d-11 under the Exchange Act and to the extent permissible under applicable Law (such period the “Subsequent Offering Period”). AMEC shall comply (subject to applicable Law) with any reasonable request from the Company as to the length of such Subsequent Offering Period to take into account the need for Company optionholders to have a reasonable opportunity to tender into the Offer. 2.3 AMEC shall not, and shall not permit any wholly-owned subsidiary making the Offer to, terminate the Offer prior to the Expiration Time without the prior written consent of the Company except in the event that this Agreement is validly terminated pursuant to clause 15. If this Agreement is validly terminated in accordance with clause 15, the Offer shall be terminated and AMEC shall promptly return, and shall cause any depository acting on behalf of AMEC to return, all tendered Company Shares to the registered holders thereof.

Offer Period. 2.1 The 3.1 Unless extended in accordance with the terms of this Agreement, the Offer shall expire at 11:59 11.59 p.m., New York City time, at the end of the twentieth (20th) day falling 20 Business Day following Days after the commencement (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) of the Offer (the “Initial Expiration Time”). 2.2 3.2 Notwithstanding anything else to the contrary in this Agreement: (a) if, at the Initial Expiration Time or any subsequent scheduled expiration of the Offer, any Condition shall not have been satisfied or waived, AMEC Telecity shall extend the Offer on one or more occasions, in consecutive increments of up to ten (10) 20 Business Days (or such other period as Telecity may determine until the parties hereto may agreeLongstop Date) each, until such time as all of the Conditions shall have been satisfied (or, to the extent permitted, waived); and (b) without prejudice to clause 2.2(aClause 3.2(a), AMEC Telecity shall extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or of a National Securities Exchange, or any other applicable Laws, provided, however, that PROVIDED THAT (i) AMEC Telecity shall (to the extent clause 2.2(aClause 3.2(a) does not already so provide) on a single occasion cause the Offer to be extended for a five (5) 5 Business Day period Days following the first date on which all Conditions other than the Minimum Tender Condition, as such Condition may be amended or waived in accordance with this Agreement, are satisfied or waived (and, as required, the Longstop Date shall be extended through for such five (5) Business Day period) ), and (ii) in each case, AMEC Telecity shall not be required to extend the Offer beyond the Longstop Date, except Date (as the Longstop Date is may be extended in accordance with the definition thereof or pursuant to sub-clause (i) of this proviso (it being agreed and understood that if the Longstop Date is extended in accordance with the definition thereof, the provisions of this clause 2.2 (including sub-clause (i) of this proviso) shall continue to apply and the Offer shall be extended accordinglyClause 3.2). The Initial Expiration Time or, in the event the Initial Expiration Time has been extended pursuant to this Agreement (other than in connection with a Subsequent Offering Period as described in the following sentencePeriod), the date and time to which the Offer has been so extended is referred to herein as the “Expiration Time”. For the avoidance of doubt, AMEC Telecity shall have the right to (and shall upon the Company’s reasonable request)right, following the Offer ClosingClosing Date, to extend the Offer for a reasonable “subsequent offering period”, in accordance with Rule 14d-11 under the Exchange Act and to the extent permissible under applicable Law (such period the “Subsequent Offering Period”). AMEC shall comply (subject to applicable Law) with any reasonable request from the Company as to the length of such Subsequent Offering Period to take into account the need for Company optionholders to have a reasonable opportunity to tender into the Offer. 2.3 AMEC shall not, and 3.3 The Telecity Offeror shall not permit any wholly-owned subsidiary making the Offer to, terminate the Offer prior to the any scheduled Expiration Time without the prior written consent of the Company Interxion, except in the event that if this Agreement is validly terminated pursuant to clause 15. Clause 16. 3.4 If this Agreement is validly terminated in accordance with clause 15pursuant to Clause 16, the Telecity Offeror shall (subject to applicable Law) promptly (and in any event within 48 hours of such termination), irrevocably and unconditionally terminate the Offer. 3.5 If the Offer shall be is terminated and AMEC or withdrawn by the Telecity Offeror, or this Agreement is terminated prior to the exchange of Interxion Shares in the Offer, the Telecity Offeror shall promptly return, and shall cause any depository depositary acting on behalf of AMEC Telecity Offer to returnreturn (in each case, subject to and in accordance with applicable Law) all tendered Company Interxion Shares to the registered holders thereof.