Subsequent Offering Period. The Offering Subsidiary 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 immediately following the Initial Offer Closing. Subject to the terms and conditions of this Agreement and the Offer, the Offering Subsidiary shall (and the Buyer shall cause the Offering Subsidiary to) accept for payment, and pay for, all Company Securities validly tendered and not withdrawn pursuant to the Offer as so extended by such subsequent offering period, as promptly as practicable after any such Company Securities are tendered during such subsequent offering period. The Per Share Cash Consideration payable in respect of each Company Security validly tendered and not withdrawn pursuant to the Offer, as so extended by such subsequent offering period, shall be paid net to the holder thereof in cash, subject to reduction only for any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 or other Taxes required to be deducted or withheld under applicable law.
Appears in 2 contracts
Samples: Combination Agreement (Realnetworks Inc), Combination Agreement (WiderThan Co., Ltd.)
Subsequent Offering Period. The Offering Subsidiary After the expiration of the Offer, 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 (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three (3) nor more than twenty (20) Business Days Days, which subsequent offering period shall commence immediately following the Initial Offer Closingexpiration of the Offer. Subject to the terms and conditions of this Agreement and the Offer, the Offering Subsidiary Merger Sub shall (and the Buyer Parent shall cause the Offering Subsidiary Merger Sub to) immediately accept for payment, and promptly pay for, all Company Securities Shares validly tendered and not withdrawn pursuant to the Offer as so extended by such subsequent offering period, as promptly as practicable after any such Company Securities Shares are tendered during such subsequent offering period. The Per Share Cash Consideration Offer Price payable in respect of each Company Security Share validly tendered and not withdrawn pursuant to the Offer, as so extended by such subsequent offering period, shall be paid net to the holder thereof in cash, subject to reduction only for any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 withholding or other Taxes required to be deducted or withheld under applicable lawSection 1.1(g).
Appears in 2 contracts
Samples: Merger Agreement (Autodesk Inc), Merger Agreement (Moldflow Corp)