Common use of Termination of the Offer Clause in Contracts

Termination of the Offer. Parent and Merger Sub may not terminate the Offer prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.01, prior to any scheduled expiration thereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof in accordance with Applicable Law.

Appears in 3 contracts

Samples: Merger Agreement (Gurnet Holding Co), Merger Agreement (Corium International, Inc.), Merger Agreement (Bioverativ Inc.)

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Termination of the Offer. Parent and Merger Sub may shall not, and Parent shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement)prior written consent of the Company, unless and until except if this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.018.1. If this Agreement is terminated pursuant to Section 8.1, prior to any scheduled expiration thereof, then Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of following such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Suband not acquire any Shares pursuant thereto, and Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof in accordance with Applicable Lawthereof.

Appears in 3 contracts

Samples: Merger Agreement (True Wind Capital, L.P.), Merger Agreement (Zix Corp), Merger Agreement (Open Text Corp)

Termination of the Offer. Parent and Merger Sub may will not, and Parent will cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement)prior written consent of the Company, unless and until except if this Agreement is validly terminated in accordance with Section 8.01pursuant to Article IX. In the event that If this Agreement is validly terminated pursuant to Section 8.01Article IX, prior to any scheduled expiration thereof, then Merger Sub shallwill, and Parent shall will cause Merger Sub to, as promptly as practicable and unconditionally terminate the Offer and not acquire any Shares pursuant thereto, and Merger Sub will, and Parent will cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof in accordance with Applicable Lawthereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Cards Acquisition Inc.), Merger Agreement (Collectors Universe Inc)

Termination of the Offer. Parent and Merger Sub may shall not, and Parent shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement)prior written consent of the Company, unless and until except if this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.01, prior 8.1. If this Agreement is terminated pursuant to any scheduled expiration thereofSection 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably immediately and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Suband not acquire any Shares pursuant thereto, and Merger Sub shall, and Parent shall promptly cause Merger Sub to, immediately return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Laws, all tendered Shares to the registered holders thereof in accordance with Applicable Lawthereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Inc)

Termination of the Offer. Parent and Merger Sub may shall not, and Parent shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement)prior written consent of the Company, unless and until except if this Agreement is validly terminated in accordance with Section 8.01pursuant to Article VIII. In the event that If this Agreement is validly terminated pursuant to Section 8.01, prior to any scheduled expiration thereofArticle VIII, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Suband not acquire any Shares pursuant thereto, and Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Laws, all tendered Shares to the registered holders thereof in accordance with Applicable Lawthereof.

Appears in 1 contract

Samples: Merger Agreement (Benefytt Technologies, Inc.)

Termination of the Offer. Parent and Merger Sub may shall not, and Parent shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement)prior written consent of the Company, unless and until except if this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.01, prior 8.1. If this Agreement is terminated pursuant to any scheduled expiration thereofSection 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably immediately and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Suband not acquire any shares of Company Class A Stock and Company Class B Stock pursuant thereto, and Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable laws, all tendered Shares shares of Company Common Stock to the registered holders thereof in accordance with Applicable Lawthereof.

Appears in 1 contract

Samples: Merger Agreement (Castlight Health, Inc.)

Termination of the Offer. Parent and Merger Sub may shall not, and Parent shall cause Merger Sub not to, terminate or withdraw the Offer prior to the Offer any scheduled Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until Date. If this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.01, prior to any scheduled expiration thereofArticle IX, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably immediately and unconditionally terminate the OfferOffer and not acquire any Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Subin accordance with the terms of this Agreement, Merger Sub shall promptly (and in no event more than one (1) Business Day after such termination) return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Laws, all tendered Shares to the registered holders thereof in accordance with Applicable Lawthereof.

Appears in 1 contract

Samples: Merger Agreement (Overseas Shipholding Group Inc)

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Termination of the Offer. Parent and Merger Sub may shall not, and Parent shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement)prior written consent of the Company, unless and until except if this Agreement is validly terminated in accordance with Section 8.01pursuant to Article VII. In the event that If this Agreement is validly terminated pursuant to Section 8.01, prior to any scheduled expiration thereofArticle VII, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably immediately and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Suband not acquire any Shares pursuant thereto, and Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Laws, all tendered Shares to the registered holders thereof in accordance with Applicable Lawthereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (At Home Group Inc.)

Termination of the Offer. Parent and Merger Sub may will not, and Parent will cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement)prior written consent of the Company, unless and until except if this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.018.1. If this Agreement is terminated pursuant to Section 8.1, prior to any scheduled expiration thereof, then Merger Sub shallwill, and Parent shall will cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably immediately and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Suband not acquire any Shares pursuant thereto, and Merger Sub shall promptly will, and Parent will cause Merger Sub to, immediately return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof in accordance with Applicable Lawthereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)

Termination of the Offer. Parent and Merger Sub may shall not, and Parent shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement)prior written consent of the Company, unless and until except if this Agreement is validly terminated in accordance with Section 8.01pursuant to Article VIII. In the event that If this Agreement is validly terminated pursuant to Section 8.01, prior to any scheduled expiration thereofArticle VIII, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably immediately and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Suband not acquire any shares of Company Common Stock pursuant thereto, and Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Laws, all tendered Shares shares of Company Common Stock to the registered holders thereof in accordance with Applicable Lawthereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Squarespace, Inc.)

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