Offer Closing Time definition

Offer Closing Time. The Offer may not be terminated or withdrawn prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 2.01(a)), unless this Agreement is validly terminated in accordance with Section 9.01. If this Agreement is validly terminated in accordance with Section 9.01, Merger Sub shall promptly and irrevocably terminate the Offer and return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of the Company Common Stock to the registered holders thereof. Nothing contained in this Section 2.01(a) shall affect any termination rights set forth in Section 9.01.
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Offer Closing Time means the time at which the Offeror accepts for exchange, and exchanges, all of the Marel Shares validly tendered and not validly withdrawn.
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Offer Closing Time means the time and date specified in the Term Sheet as the "Offer Closing Date";
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Examples of Offer Closing Time in a sentence

  • This Agreement may not be amended or supplemented after the Offer Closing Time.

  • Prior to the Offer Closing Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

  • At any time prior to the Offer Closing Time, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01).

  • Parent agrees to take all action necessary to cause the Merger Sub or the Surviving Corporation, as applicable, and, during the period between the Offer Closing Time and the Effective Time, to perform all of its agreements, covenants and obligations under this Agreement.

  • The provisions of this Section 7.03 are, from and after the Offer Closing Time, intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, their heirs and their representatives, and are in addition to, and not in substitution for, any other rights to which each Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise.

  • Prior to the Offer Closing Time, the Company shall convert all Investment Securities to Cash and Cash Equivalents.

  • The provisions of this Section 6.04 are, from and after the Offer Closing Time, intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to which each Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise.

  • The Surviving Corporation’s obligations under this Section 7.03(b) shall continue in full force and effect for the period beginning upon the Offer Closing Time and ending six years from the Effective Time; provided that all rights to indemnification in respect of any Proceeding asserted or made within such period shall continue until the final disposition of such Proceeding.

  • Immediately before the Offer Closing Time, International shall distribute all outstanding shares of UCRI Common Stock to holders of record of International Common Stock on the Record Date on the basis of one share of UCRI Common Stock for each share of International Common Stock outstanding on the Record Date.

  • In the event the Merger Agreement is terminated, notwithstanding any provision hereof, this Agreement may be terminated and the Distribution abandoned at any time prior to the Offer Closing Time by and in the sole discretion of the International Board without the approval of any other party hereto or of International's shareholders.


More Definitions of Offer Closing Time

Offer Closing Time. The Offer may not be terminated or withdrawn prior to the Expiration Date (as such Expiration Date may be extended and re-extended in accordance with this Section 2.01(a)), unless this Agreement is validly terminated in accordance with Section 9.01. If this Agreement is validly terminated in accordance with Section 9.01, Merger Sub shall promptly and irrevocably terminate the Offer and return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of the Company Common Stock to the registered holders thereof. Nothing contained in this Section 2.01(a) shall affect any termination rights set forth in Section 9.01. Parent shall use commercially reasonable efforts, upon the reasonable request of the Company, to advise the Company on a daily basis on each of the last seven (7) Business Days prior to the then-scheduled Expiration Date as to the number of shares of the Company Common Stock that have been validly tendered and not properly withdrawn in accordance with the terms of the Offer.
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