Common use of Response to Offer Clause in Contracts

Response to Offer. If Ciba accepts the offer, it shall be obligated to consummate such Transaction at the price and other terms specified in the Offer Notice within one hundred twenty (120) days after the acceptance of the Offer, subject to negotiation of a definitive acquisition agreement containing representations and warranties, covenants, conditions to closing and such other terms and conditions customary for agreements of its type. If Ciba rejects the Offer (or otherwise fails to forward an acceptance of the offer prior to the expiration of the Acceptance Period), Dermion shall, for a period of two hundred seventy (270) days after expiration of the Acceptance Period, have the right to consummate a Transaction of the type described in the Offer Notice only at a price greater than ninety percent (90%) of the Proposed Purchase Price and on such other terms and conditions more favorable to it than those offered to Ciba (unless Ciba consents to such lower price or other terms and conditions, which consent shall not be unreasonably withheld, it being understood that Ciba's withholding of consent based on its desire to consummate a Transaction at such lower price or other terms and conditions shall be deemed reasonable); provided, however, that in the event that a Transaction has not been consummated within such two hundred seventy (270) day period, then any proposed future Transaction shall continue to be subject to this Section 8.4.

Response to Offer. If Ciba Novartis accepts the offerOffer, it shall be obligated to consummate such Transaction at the price and other terms specified in the Offer Notice within one hundred twenty (120) days after the acceptance of the Offer, subject to negotiation of a definitive acquisition agreement containing representations and warranties, covenants, conditions to closing and such other terms and conditions customary for agreements of its type. If Ciba Novartis rejects the Offer (or otherwise fails to forward an acceptance of the offer Offer prior to the expiration of the Acceptance Period), Dermion shall, for a period of two hundred seventy (270) days after expiration of the Acceptance Period, have the right to consummate a Transaction of the type described in the Offer Notice only at a price greater than ninety percent (90%) of the Proposed Purchase Price and on such other terms and conditions more favorable to it than those offered to Ciba Novartis (unless Ciba Novartis consents to such lower price or other terms and conditions, which consent shall not be unreasonably withheld, it being understood that Ciba's Novartis' withholding of consent based on its desire to consummate a Transaction at such lower price or other terms and conditions shall be deemed reasonable); provided, however, that in the event that a Transaction has not been consummated within such two hundred seventy (270) day period, then any proposed future Transaction shall continue to be subject to this Section 8.4.

Response to Offer. If Ciba accepts the offerOffer, it shall be obligated to consummate such Transaction at the price and other terms specified in the Offer Notice within one hundred twenty (120) days after the acceptance of the Offer, subject to negotiation of a definitive acquisition agreement containing representations and warranties, covenants, conditions to closing and such other terms and conditions customary for agreements of its type. If Ciba rejects the Offer (or otherwise fails to forward an acceptance of the offer Offer prior to the expiration of the Acceptance Period), Dermion IOMED shall, for a period of two hundred seventy (270) days after expiration of the Acceptance Period, have the right to consummate a Transaction of the type described in the Offer Notice only at a price greater than ninety percent (90%) of the Proposed Purchase Price and on such other terms and conditions more favorable to it than those offered to Ciba (unless Ciba consents to such lower price or other terms and conditions, which consent shall not be unreasonably withheld, it being understood that Ciba's withholding of consent based on its desire to consummate a Transaction at such lower price or other terms and conditions shall be deemed reasonable); , provided, however, that in the event that a Transaction has not been consummated within such two hundred seventy (270) day period, then any proposed future Transaction shall continue to be subject to this Section 8.44.3(b).