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 (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) 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 Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment, and pay for, all shares of Company Shares Common Stock validly tendered and not withdrawn pursuant to the Offer as so extended by any such subsequent offering period, as promptly as practicable after any such shares of Company Shares Common Stock 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 share of Company Share Common Stock validly tendered and not withdrawn pursuant to the Offer, as so extended by any such subsequent offering period, shall be paid net to the holder thereof in cashcash without interest, subject to reduction only for any applicable back-up withholding Taxes or other Taxes payable required by Applicable Law to be withheld by the Company or Merger Sub on behalf of such holder.

Subsequent Offering Period. Purchaser shall, and the Offer Documents Merger Sub may (but shall reserve the right not be required 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; 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 shares of Company or any other PersonCommon Stock 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)), 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 shares of Company Shares Common Stock validly tendered and not withdrawn pursuant to the Offer as so extended by such subsequent offering period, as promptly as practicable after any such shares of Company Shares Common Stock 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 Per Share Amount payable in respect of each share of Company Share Common Stock 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 withholding Taxes or other Taxes taxes in accordance with Section 2.8(d) payable by such holder.

Subsequent Offering Period. Purchaser shallIf the Acceptance Time occurs but Parent and Merger Sub do not own a number of shares of Company Common Stock sufficient to enable Merger Sub to be merged into the Company pursuant to Section 253 of the DGCL (assuming exercise of the Top-Up Option in full), Merger Sub may, and the Offer Documents shall reserve the right of Merger Sub to, extend the Offer for a provide one or more “subsequent offering period periods” (within the meaning of Rule 14d-11 promulgated under the Exchange Act) for the Offer in compliance with Rule 14d-11 promulgated under the Exchange Act and all other provisions of applicable securities Laws of not less than three (3) nor more than twenty (20) Business Days immediately following in 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 aggregate for one or more extensions of such all subsequent offering periodperiods. Subject to On the terms and subject to the conditions of set forth in this Agreement and the Offer, Purchaser Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment, payment and pay for, for all shares of Company Shares Common Stock validly tendered pursuant to the Offer as so extended by such and not withdrawn during each subsequent offering period, period as promptly as reasonably practicable after any such shares of Company Shares Common Stock are tendered during such subsequent offering period; providedperiod and in any event in compliance with Rule 14e-1(c) promulgated under the Exchange Act. For the further avoidance of doubt, however, that with regard to Company Shares tendered pursuant to guaranteed delivery procedures that have the Acceptance Time shall 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 any 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 holderperiods.