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Common use of Offer Clause in Contracts

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 16 contracts

Samples: Merger Agreement (On Semiconductor Corp), Merger Agreement (California Micro Devices Corp), Merger Agreement (Comtech Telecommunications Corp /De/)

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Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not only be applicable to the obligations of Parent or Purchaser if, if Purchaser's failure to purchase such Shares is not in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.; and

Appears in 5 contracts

Samples: Merger Agreement (Smartflex Systems Inc), Merger Agreement (Ssi Acquisition Corp), Merger Agreement (Smartflex Systems Inc)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; providedPROVIDED, howeverHOWEVER, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Viacom Inc), Merger Agreement (Credit Suisse Group /Fi), Merger Agreement (Vivra Inc)

Offer. Purchaser (or its permitted assignee Parent on Purchaser’s behalf) shall have purchased accepted for payment and paid for all of the Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither Parent nor Purchaser shall be entitled to assert the failure of this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not properly withdrawn pursuant to the Offer.

Appears in 3 contracts

Samples: Merger Agreement (Abc-Mart, Inc.), Merger Agreement (Abc-Mart, Inc.), Merger Agreement (Lacrosse Footwear Inc)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; , provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares that were validly tendered and not withdrawn pursuant to the Offer.

Appears in 2 contracts

Samples: Merger Agreement (Baycorp Holdings LTD), Agreement and Plan of Merger (Baycorp Holdings LTD)

Offer. Purchaser or its permitted assignee shall have purchased all ----- Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, if Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer, in breach of this Agreement or the terms of the Offer.

Appears in 2 contracts

Samples: Merger Agreement (Select Medical of Mechanicsburg Inc), Merger Agreement (Intensiva Healthcare Corp)

Offer. Purchaser or its permitted assignee shall have ----- purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be -------- ------- applicable to the obligations of Gambro, Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 2 contracts

Samples: Merger Agreement (Ren Corp Usa), Merger Agreement (Cobe Laboratories Inc)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, if Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer in breach of this Agreement or the terms of the Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Viad Corp), Merger Agreement (Moneygram Payment Systems Inc)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall may be waived by Purchaser; provided, further, that this condition may not be applicable to the obligations of Parent or relied upon by Purchaser if, in if Purchaser's breach of this Agreement was the cause of, or resulted in, the terms failure of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 2 contracts

Samples: Merger Agreement (Concord Merger Corp), Merger Agreement (Concord Merger Corp)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither Parent nor Purchaser shall be entitled to assert the failure of this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 2 contracts

Samples: Merger Agreement (McFarland Energy Inc), Merger Agreement (McFarland Energy Inc)

Offer. Either (i) Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the OfferOffer or (ii) the conditions to the Offer (other than the Minimum Condition) shall have been satisfied.

Appears in 2 contracts

Samples: Merger Agreement (Wellman North America Inc), Merger Agreement (Environmental Systems Products Inc)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither Parent nor Purchaser shall be entitled to assert the failure of this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.; and

Appears in 2 contracts

Samples: Merger Agreement (Ud Delaware Corp), Merger Agreement (Imo Industries Inc)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; providedPROVIDED, howeverHOWEVER, that this condition the obligation of Parent and Purchaser to effect the Merger shall not be applicable to conditioned upon this Section 7.01(d) if the obligations failure of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any the Shares validly tendered and not withdrawn pursuant to the OfferOffer shall have constituted a breach of the Offer or this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Spine Tech Inc), Merger Agreement (Spine Tech Inc)

Offer. Purchaser or its permitted assignee shall have ----- purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable -------- ------- to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 2 contracts

Samples: Merger Agreement (Siemens Aktiengesellschaft/Adr), Merger Agreement (Siemens Aktiengesellschaft/Adr)

Offer. Purchaser or its permitted assignee shall have ----- purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not only be applicable -------- ------- to the obligations of Parent or Purchaser if, if Purchaser's failure to purchase such Shares is not in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lpiv Acquisition Corp), Agreement and Plan of Merger (Durakon Industries Inc)

Offer. Purchaser or its permitted assignee shall have purchased ----- all Shares validly tendered and not withdrawn pursuant to the Offer; provided, -------- however, that this condition shall not be applicable to the obligations of ------- Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 1 contract

Samples: Merger Agreement (Blackbird Acquisition Inc)

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Offer. Purchaser or its permitted assignee shall have purchased all Shares (and associated Rights) validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 1 contract

Samples: Merger Agreement (Chirex Inc)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the OfferAgreement, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 1 contract

Samples: Merger Agreement (Moore Benjamin & Co)

Offer. Purchaser purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 1 contract

Samples: Merger Agreement (Intersil Corp/De)

Offer. Purchaser or its permitted assignee shall have purchased all ----- Shares (and associated Rights) validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the -------- ------- obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 1 contract

Samples: Merger Agreement (Cousin Acquisition Inc)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.

Appears in 1 contract

Samples: Merger Agreement (American Buildings Co /De/)

Offer. The Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of the Parent or the Purchaser if, in breach of this Agreement or the terms of the Offer, the Purchaser or such assignee fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.. * * * * *

Appears in 1 contract

Samples: Merger Agreement (Aquapenn Spring Water Company Inc)

Offer. Purchaser or its permitted assignee shall have purchased ----- all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, if Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer, in breach of this Agreement or the terms of the Offer.

Appears in 1 contract

Samples: Merger Agreement (Select Medical Corp)

Offer. The Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; providedPROVIDED, howeverHOWEVER, that this condition shall not be applicable to the obligations of the Parent or the Purchaser if, in breach of this Agreement or the terms of the Offer, the Purchaser or such assignee fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 1 contract

Samples: Merger Agreement (Aquapenn Spring Water Company Inc)

Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent CRI, Holdings or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.

Appears in 1 contract

Samples: Merger Agreement (Comstock Resources Inc)

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