The Offer. (a) Subject to the conditions of this Agreement including those set forth in Annex A hereto, as promptly as practicable, but in no event later than the fifth business day following the initial public announcement of the terms of this Agreement (which shall occur as promptly as practicable but in no event later than 24 hours after the execution hereof), Acquisition Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer to purchase all of the outstanding Shares at the Per Share Amount net to the seller in cash. The obligation of Acquisition Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the condition that a number of Shares representing not less than a majority of the Company's outstanding Shares (on a fully diluted basis excluding any Employee Options (as defined in Section 2.8) which are not exercisable as of the date of such calculation) shall have been validly tendered and not withdrawn prior to the expiration date of the Offer (the "Minimum Condition"), and the obligation of Acquisition Sub to ----------------- commence the Offer and accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the other conditions set forth in Annex A hereto. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14-1(c)(6) under the Exchange Act). If, on any scheduled expiration date of the Offer, the conditions set forth in clauses (ii), (iii) or (iv) of Annex A have not been satisfied or waived, at the written request of the Company, Acquisition Sub shall, from time to time, extend the expiration date of the Offer for the period set forth in such written requests. It is agreed that the Minimum Condition and the other conditions set forth in Annex A hereto are for the sole benefit of Acquisition Sub and may be asserted by Acquisition Sub regardless of the circumstances giving rise to any such condition. Acquisition Sub expressly reserves the right in its sole discretion to waive, in whole or in part at any time or from time to time, any such condition, to increase the price per Share payable in the Offer or to make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no -------- change may be made that decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer,...
The Offer. (a) Purchaser shall, and Exeter shall cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than July 12, 2002. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the price per Share payable in the Offer, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex A hereto, (iv) extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, add to or waive any other term of the Offer in any manner that would be, in any significant respect, adverse to the Company or the Stockholders. Notwithstanding the foregoing, Purchaser may, without consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer; provided, however, that if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is a condition set forth in paragraph (d) or (e) of Annex A, Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five business days after such breach is cured; provided, further, that Purchaser shall not be required to extend the Offer beyond 30 calendar days after such initial scheduled expiration date. In addition, if all of the conditions to the Offer are satisfied or waived, then upon the applicable expiration date of the Offer, Purchaser may, without the consent of the Company, provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for ...
The Offer. The Merger Agreement provides that Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the conditions of the Offer, Purchaser will purchase all Shares validly tendered and not properly withdrawn pursuant to the Offer. The Offer is conditioned upon, among other things, there being tendered and not withdrawn prior to the Expiration Date a number of Shares which, together with any Shares beneficially owned by Parent or Purchaser, represent a majority of Shares then outstanding on a Fully Diluted Basis. The Merger Agreement provides that, without the written consent of the Company, Purchaser will not decrease the Offer Price, change the form of consideration to be paid in the Offer, reduce the maximum number of Shares to be purchased in the Offer or the Minimum Condition, impose additional conditions to the Offer or amend any condition of the Offer in a manner adverse to the holders of Shares. Additionally, the Merger Agreement provides that if all conditions are not satisfied or waived prior to the scheduled Expiration Date, Purchaser will extend the Expiration Date of the Offer from time to time for the shortest time periods permitted by law and which it reasonably believes are necessary, until the earlier to occur of (i) such time as such conditions are satisfied or waived, and (ii) July 15, 1999; and that notwithstanding the prior satisfaction of all conditions, Purchaser may extend the Offer for up to ten days after the initial scheduled Expiration Date. Purchaser will, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares validly tendered and not properly withdrawn as soon as practicable after expiration of the Offer. The Merger. Following the consummation of the Offer, the Merger Agreement provides that, subject to the terms and conditions thereof, and in accordance with the DGCL, as soon as practicable, Purchaser will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease and the Company will continue as the Surviving Corporation. The obligations of each of Parent and Purchaser, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction on or prior to the Closing Date (as defined in the Merger Agreement) of each of the following conditions: (i) Purchaser shall have purchased all Shares validly tendered and not wi...
The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be ...
The Offer. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in paragraphs (a) through (i) of Annex I hereto, Parent shall or shall cause Sub to, as promptly as practicable following the date hereof, but in no event later than five business days after the initial public announcement of the Offer, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (as amended from time to time in accordance with this Agreement, the "Offer") to purchase all of the issued and outstanding shares of common stock, par value $0.005 per share, of the Company (the "Shares" or "Common Stock"), at a price of not less than $10.50 per Share, net to the seller in cash. For purposes of this Article I, the party which makes the Offer, whether Parent or Sub, shall be referred to as the "Offeror." The obligation of Offeror to accept for payment and to pay for any Shares tendered in the Offer shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with any Shares then owned by Parent or Sub, represents at least ninety (90%) percent of the Shares outstanding on a fully-diluted basis (the "Minimum Condition"), (ii) the receipt of cash proceeds of the Financing (as defined in Section 4.2(d) of this Agreement) in an amount sufficient to consummate the transactions contemplated hereby pursuant to the terms of the Commitments (as defined in said Section 4.2(d)) or such other terms as Parent and the Company shall agree or as are not materially more onerous than as set forth in the Commitments (the "Financing Condition") and (iii) the other conditions set forth in Annex I hereto. Offeror expressly reserves the right in its sole discretion to waive any such condition (including the Minimum Condition, provided that no such waiver of the Minimum Condition shall decrease the Minimum Condition to less than sixty-six and two-thirds (66 2/3%) percent), to increase the price per Share payable in the Offer, to extend the Offer and to make any other changes in the terms and conditions of the Offer; provided, however, that unless -------- ------- previously approved by the Company in writing, Offeror will not (i) decrease the price per Share payable in the Offer, (ii) decrease the maximum number of Shares to be p...
The Offer. (a) Subject to the provisions of this ---------- Agreement, as promptly as practicable, but in no event later than five business days after the public announcement of the Offer, Acquisition Sub shall commence the Offer. The obligation of Acquisition Sub to commence the Offer and accept for payment, and pay for, any shares of Company Common Stock or Preference Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A (any of which may be waived in whole or in part by Acquisition Sub in its sole discretion) and to the terms and conditions of this Agreement. Acquisition Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Acquisition Sub shall not (i) reduce the number of shares of Company Common Stock or Preference Stock to be purchased in the Offer, (ii) reduce the Common Stock Offer Price or the Preference Stock Offer Price, (iii) modify or add to the conditions set forth in Exhibit A, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend any other term of the Offer in a manner adverse in any material respect to the holders of Company Common Stock or Preference Stock. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the Offer beyond any scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer) for a period not to exceed 20 business days, if at any scheduled expiration date of the Offer, any of the conditions to Acquisition Sub's obligation to accept for payment, and pay for, shares of Company Common Stock or Preference Stock shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) terminate the Offer without prejudice to any of its and Parent's rights under this Agreement, including to proceed with the Merger in accordance with, and subject to the terms and conditions of, this Agreement. Subject to the terms and conditions of the Offer and this Agreement, Acquisition Sub shall accept for payment, and pay for, all shares of Company Common Stock and Preference Stock validly tendered and not withdrawn pursuant to the Offer tha...
The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all outstanding Shares at the Offer Price. The expiration date of the Offer pursuant to the Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the day of) the initial filing of the Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in a manner adverse to the holders of Shares, (F) extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.
The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, as promptly as practicable (and in any event within ten (10) business days) after the date hereof, Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer Price, subject to:
The Offer. (a) Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer as promptly as practicable following the date of this Agreement, and in any event within seven (7) Business Days following the date of this Agreement (or such other date as the Parties may agree in writing).
The Offer. (a) Provided that this Agreement shall not have been terminated pursuant to Article IX, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer within a reasonable period of time following the date of this Agreement, and in any event within ten (10) Business Days following the execution of this Agreement by the parties (or such other date as the parties may agree in writing).
