Termination of the Offer. Merger Sub will not, and Parent will cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article IX. If this Agreement is terminated pursuant to Article IX, then Merger Sub will, and Parent 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 return, and cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cards Acquisition Inc.), Agreement and Plan of Merger (Collectors Universe Inc), Merger Agreement (Collectors Universe Inc)
Termination of the Offer. Merger Sub will shall not, and Parent will shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article IXSection 8.1. If this Agreement is terminated pursuant to Article IXSection 8.1, then Merger Sub willshall, and Parent will shall cause Merger Sub to, as promptly as practicable (and in any event within two (2) Business Days following such termination) and unconditionally terminate the Offer and not acquire any Shares pursuant thereto, and Merger Sub willshall, and Parent will shall cause Merger Sub to, promptly return, and cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof.
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 will not, and Parent will cause Merger Sub may not to, terminate or withdraw the Offer prior to any scheduled the Offer Expiration Date without the prior written consent of the CompanyTime (as it may be extended and re-extended in accordance with this Agreement), except if 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 Article IX. If this Agreement is terminated pursuant Section 8.01, prior to Article IXany scheduled expiration thereof, then Merger Sub willshall, and Parent 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 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, in accordance with applicable Law, all tendered Shares to the registered holders thereofthereof in accordance with Applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Gurnet Holding Co), Merger Agreement (Corium International, Inc.), Merger Agreement (Bioverativ Inc.)
Termination of the Offer. Merger Sub will not, and Parent will cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article IXSection 8.1. If this Agreement is terminated pursuant to Article IXSection 8.1, then Merger Sub will, and Parent will cause Merger Sub to, as promptly as practicable immediately and unconditionally terminate the Offer and not acquire any Shares pursuant thereto, and Merger Sub will, and Parent will cause Merger Sub to, promptly immediately return, and cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)
Termination of the Offer. Merger Sub will shall not, and Parent will shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article IXVIII. If this Agreement is terminated pursuant to Article IXVIII, then Merger Sub willshall, and Parent will shall cause Merger Sub to, as promptly as practicable immediately and unconditionally terminate the Offer and not acquire any Shares shares of Company Common Stock pursuant thereto, and Merger Sub willshall, and Parent will shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable LawLaws, all tendered Shares shares of Company Common Stock to the registered holders thereof.
Appears in 1 contract
Termination of the Offer. Merger Sub will shall not, and Parent will shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article IXDate. If this Agreement is terminated pursuant to Article IX, then Merger Sub willshall, and Parent will shall cause Merger Sub to, as promptly as practicable immediately and unconditionally terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with the terms of this Agreement, and Merger Sub will, shall promptly (and Parent will cause Merger Sub to, promptly 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 LawLaws, all tendered Shares to the registered holders thereof.
Appears in 1 contract
Termination of the Offer. Merger Sub will shall not, and Parent will shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article IXVIII. If this Agreement is validly terminated pursuant to Article IXVIII, then Merger Sub willshall, and Parent will shall cause Merger Sub to, as promptly as practicable and unconditionally terminate the Offer and not acquire any Shares pursuant thereto, and Merger Sub willshall, and Parent will shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable LawLaws, all tendered Shares to the registered holders thereof.
Appears in 1 contract
Termination of the Offer. Merger Sub will shall not, and Parent will shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article IXSection 8.1. If this Agreement is terminated pursuant to Article IXSection 8.1, then Merger Sub willshall, and Parent will shall cause Merger Sub to, as promptly as practicable immediately and unconditionally terminate the Offer and not acquire any Shares pursuant thereto, and Merger Sub willshall, and Parent will shall cause Merger Sub to, promptly immediately return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable LawLaws, all tendered Shares to the registered holders thereof.
Appears in 1 contract
Termination of the Offer. Merger Sub will shall not, and Parent will shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article IXSection 8.1. If this Agreement is terminated pursuant to Article IXSection 8.1, then Merger Sub willshall, and Parent will shall cause Merger Sub to, as promptly as practicable immediately and unconditionally terminate the Offer and not acquire any Shares shares of Company Class A Stock and Company Class B Stock pursuant thereto, and Merger Sub willshall, and Parent will shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Lawlaws, all tendered Shares shares of Company Common Stock to the registered holders thereof.
Appears in 1 contract
Termination of the Offer. Merger Sub will shall not, and Parent will shall cause Merger Sub not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article IXVII. If this Agreement is terminated pursuant to Article IXVII, then Merger Sub willshall, and Parent will shall cause Merger Sub to, as promptly as practicable immediately and unconditionally terminate the Offer and not acquire any Shares pursuant thereto, and Merger Sub willshall, and Parent will shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable LawLaws, all tendered Shares to the registered holders thereof.
Appears in 1 contract