Common use of Subsequent Offering Period Clause in Contracts

Subsequent Offering Period. Purchaser shall, and the Offer Documents shall reserve the right to, extend the Offer for a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three (3) nor more than twenty (20) Business Days immediately following the expiration of the Offer; provided, however, that Purchaser shall be entitled, in its discretion and without the consent of the Company or any other Person, to provide for one or more extensions of such subsequent offering period. Subject to the terms and conditions of this Agreement and the Offer, Purchaser shall accept for payment, and pay for, all Company Shares validly tendered pursuant to the Offer as so extended by such subsequent offering period, promptly after any such Company Shares are tendered during such subsequent offering period; provided, however, that with regard to Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, Purchaser shall be under no obligation to make any payment for such shares unless and until such shares are delivered in settlement or satisfaction of such guarantee. The Offer Price payable in respect of each Company Share validly tendered pursuant to the Offer, as so extended by such subsequent offering period, shall be paid net to the holder thereof in cash, subject to reduction only for any applicable withholding Taxes or other Taxes payable by such holder.

Subsequent Offering Period. Purchaser shallMerger Sub may (but shall not be required to), and the Offer Documents shall reserve the right to, extend the Offer for a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three (3) nor more than twenty (20) Business Days business days immediately following the expiration of the Offer; provided, however, that Purchaser shall be entitled, in its discretion and without the consent event that more than eighty five percent (85%) of the then outstanding Company or any other PersonShares have been validly tendered and not withdrawn pursuant to the Offer on the applicable expiration date of the Offer (as it may be extended in accordance with Section 1.1(c) hereof), to provide Merger Sub shall extend the Offer for one or more extensions of such a subsequent offering periodperiod (within the meaning of Rule 14d-11 under the Exchange Act) of ten (10) business days immediately following the applicable expiration date of the Offer. Subject to the terms and conditions of the Offer and this Agreement Agreement, Merger Sub shall (and the Offer, Purchaser Parent shall cause Merger Sub to) accept for payment, and pay for, all Company Shares validly tendered and not withdrawn pursuant to the Offer as so extended by such subsequent offering period, as promptly as practicable after any such Company Shares are tendered during such subsequent offering period; provided, however, that with regard to Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, Purchaser shall be under no obligation to make any payment for such shares unless and until such shares are delivered in settlement or satisfaction of such guarantee. The Offer Price payable in respect of each Company Share validly tendered and not withdrawn pursuant to the Offer, as so extended by such subsequent offering period, shall be paid net to the holder thereof in cash, subject to reduction only for any applicable federal back-up withholding Taxes or other Taxes payable by such holder.

Subsequent Offering Period. Purchaser shallMerger Sub may (but shall not be required to), and the Offer Documents shall reserve the right to, extend the Offer for a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three (3) nor more than twenty (20) Business Days business days immediately following the expiration of the Offer; provided, however, that Purchaser shall be entitled, in its discretion and without the consent event that more than eighty percent (80%) of the then outstanding Company or any other PersonShares have been validly tendered and not withdrawn pursuant to the Offer on the applicable expiration date of the Offer (as it may be extended in accordance with Section 2.1(c) hereof), to provide Merger Sub shall extend the Offer for one or more extensions of such a subsequent offering periodperiod (within the meaning of Rule 14d-11 under the Exchange Act) of ten (10) business days immediately following the applicable expiration date of the Offer unless Parent exercises the 90% Top-Up Option pursuant to Section 2.5 hereof. Subject to the terms and conditions of this Agreement and the Offer, Purchaser Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment, and pay for, all Company Shares validly tendered and not withdrawn pursuant to the Offer as so extended by such subsequent offering period, as promptly as practicable after any such Company Shares are tendered during such subsequent offering period; provided, however, that with regard to Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, Purchaser shall be under no obligation to make any payment for such shares unless and until such shares are delivered in settlement or satisfaction of such guarantee. The Offer Price payable in respect of each Company Share validly tendered and not withdrawn pursuant to the Offer, as so extended by such subsequent offering period, shall be paid net to the holder thereof in cash, subject to reduction only for any applicable federal back-up withholding Taxes or other Taxes payable by such holder.

Subsequent Offering Period. Purchaser shall(i) After the Acceptance Time, Merger Sub may (but shall not be required to), and the Offer Documents shall reserve the right to, extend the Offer for a “subsequent offering period period” (and one or more extensions thereof) within the meaning of and in accordance with Rule 14d-11 under the Exchange Act) Act for an aggregate duration of not less than three (3) nor more than twenty (20) Business Days immediately following Days, provided however that any such extension shall not extend beyond the expiration of the Offer; provided, however, that Purchaser shall be entitled, in its discretion and without the consent of the Company or any other Person, to provide for one or more extensions of such subsequent offering period. Termination Date. (ii) Subject to the terms and conditions of this Agreement and the Offer, Purchaser Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment, payment and pay for, for all Company Shares that are validly tendered pursuant to the Offer as so extended by such subsequent offering period, promptly after any such Company Shares are tendered during such “subsequent offering period; provided, however, that with regard to Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, Purchaser shall be under no obligation to make any payment for such shares unless and until such shares are delivered in settlement or satisfaction of such guarantee. .” The Offer Price payable in respect of each Company Share that are validly tendered pursuant to the Offer, as so extended by in any such “subsequent offering period, ” shall be paid without interest, net to the holder thereof in cash, and subject to reduction only for any applicable U.S. federal withholding, back-up withholding Taxes or other Taxes payable by such holderapplicable Tax withholdings.

Subsequent Offering Period. Purchaser shallMerger Sub may (but shall not be required to), and the Offer Documents shall reserve the right to, extend the Offer for a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three (3) nor more than twenty (20) Business Days business days immediately following the expiration of the Offer; provided, however, that Purchaser shall be entitled, in its discretion and without the consent event that more than eighty percent (80%) of the then outstanding Company or any other PersonShares have been validly tendered and not withdrawn pursuant to the Offer on the applicable expiration date of the Offer (as it may be extended in accordance with Section 2.1(c) hereof), to provide Merger Sub shall extend the Offer for one or more extensions of such a subsequent offering periodperiod (within the meaning of Rule 14d-11 under the Exchange Act) of twenty (20) business days immediately following the applicable expiration date of the Offer. Subject to the terms and conditions of this Agreement and the Offer, Purchaser Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment, and pay for, all Company Shares validly tendered and not withdrawn pursuant to the Offer as so extended by such subsequent offering period, as promptly as practicable after any such Company Shares are tendered during such subsequent offering period; provided, however, that with regard to Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, Purchaser shall be under no obligation to make any payment for such shares unless and until such shares are delivered in settlement or satisfaction of such guarantee. The Offer Price payable in respect of each Company Share validly tendered and not withdrawn pursuant to the Offer, as so extended by such subsequent offering period, shall be paid net to the holder thereof in cash, subject to reduction only for any applicable federal back-up withholding Taxes or other Taxes payable by such holder.