Subsequent Offering Periods Clause Samples
The "Subsequent Offering Periods" clause defines the terms under which an offeror may extend the period during which shareholders can tender their shares after the initial offering period has expired. Typically, this clause allows for additional windows of time, often without withdrawal rights, enabling shareholders who did not participate in the initial period to still tender their shares under the same terms. Its core function is to maximize participation in the offer and facilitate the acquisition process by providing flexibility for both the offeror and remaining shareholders.
Subsequent Offering Periods. If upon the acceptance for payment of, and payment for, all Company Shares validly tendered and not withdrawn pursuant to the Offer, Parent and Acquisition Sub collectively do not beneficially own at least 90% of the Company Shares then outstanding assuming exercise in full of the Top-Up Option, Acquisition Sub may (but shall not be required to), and the Offer to Purchase shall reserve the right to, provide for one or more “subsequent offering periods” (within the meaning of Rule 14d-11 promulgated under the Exchange Act) of not less than three (3) nor more than twenty (20) Business Days immediately following the expiration of the Offer. Subject to the terms and conditions of this Agreement and the Offer, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) accept for payment, and pay for, all Company Shares that are validly tendered during any such “subsequent offering period” promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act) after any such Company Shares are validly tendered during such “subsequent offering period.” Without limiting the generality of the foregoing, Parent shall provide or cause to be provided to Acquisition Sub on a timely basis the funds necessary to pay for any Company Shares that Acquisition Sub becomes obligated to purchase during such “subsequent offering period.” The Offer Price payable in respect of each Company Share that is validly tendered during the “subsequent offering period” shall be paid net to the holder thereof in cash, subject to reduction for any applicable federal back-up withholding or other Taxes payable by or with respect to such holder.
Subsequent Offering Periods. The Administrator shall have the discretion to determine the application of this definition to any Participants outside of the United States.