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 If upon the acceptance for payment of, and payment for, all Company Shares validly tendered and not withdrawn pursuant to the Offer, Parent and Acquisition Sub collectively do not beneficially own at least 90% of the Company Shares then outstanding assuming exercise in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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Hewlett Packard Co)
Subsequent Offering Periods. If upon the acceptance for payment of, of and payment for, for all shares of Company Shares Common Stock validly tendered and not withdrawn pursuant to the Offer, Parent and Acquisition Merger Sub collectively do not beneficially collectively own at least 90% of the outstanding shares of Company Shares then outstanding assuming Common Stock (without giving effect to the exercise in full of the Top-Up Option), Acquisition Merger Sub may (but shall not be required to), and the Offer offer to Purchase 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 Expiration Date of the Offer. Subject to the terms and conditions of this Agreement and the Offer, Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) accept for payment, payment and pay for, for all shares of Company Shares Common Stock that are validly tendered during any such “subsequent offering period” promptly (within the meaning of Section Rule 14e-1(c) promulgated under the Exchange Act) after any such shares of Company Shares Common Stock 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 Merger Sub on a timely basis the funds necessary to pay for any shares of Company Shares Common Stock that Acquisition Merger 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.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Statoil Asa)
