Common use of Termination of Purchase Option Clause in Contracts

Termination of Purchase Option. The Purchase Option will terminate upon the earliest of: (i) the Acceptance Date; (ii) termination of the Merger Agreement other than upon, during the continuance of or after a Trigger Event; or (iii) 90 days following any termination of the Merger Agreement upon, during the continuance of or after a Trigger Event (or if, at the expiration of such 90 day period the Purchase Option cannot be exercised by reason of any applicable judgment, decree, order, injunction, law or regulation, ten business days after such impediment to exercise has been removed or has become final and not subject to appeal). Upon the giving by Parent or Acquisition to Stockholder of the Exercise Notice and the tender of the aggregate Exercise Price, Parent or Acquisition, as the case may be, will be deemed to be the holder of record of the Shares transferable upon such exercise, notwithstanding that the stock transfer books of the Company are then closed or that certificates representing such Shares have not been actually delivered to Parent.

Appears in 7 contracts

Samples: Tender and Voting Agreement and Irrevocable Proxy (Msas Acquisition Corp), Tender and Voting Agreement and Irrevocable Proxy (Msas Acquisition Corp), Tender and Voting Agreement and Irrevocable Proxy (Msas Acquisition Corp)

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Termination of Purchase Option. The Purchase Option will ------------------------------ terminate (a) if this Agreement terminates pursuant to Section 7 or (b) upon the earliest of: (i) the Acceptance DateEffective Time; (ii) termination of the Merger Agreement other than upon, during the continuance of or after a Trigger Event; or (iii) 90 days following any termination of the Merger Agreement upon, during the continuance of or after a Trigger Event (or if, at the expiration of such 90 day period the Purchase Option cannot be exercised by reason of any applicable judgment, decree, order, injunction, law or regulation, ten 10 business days after such impediment to exercise has been removed or has become final and not subject to appeal). Upon the giving by Parent or Acquisition Purchaser to the Stockholder of the Exercise Notice and the tender of the aggregate Exercise Price, Parent or AcquisitionPurchaser, as the case may be, will be deemed to be the holder of record of the Shares transferable upon such exercise, notwithstanding that the stock transfer books of the Company are then closed or that certificates representing such Shares have not been actually delivered to Parent.

Appears in 3 contracts

Samples: Tender and Option Agreement (Rohm & Haas Co), Tender and Option Agreement (Lightning Acquisition Corp), Tender and Option Agreement (Learonal Inc)

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