Common use of The Offer Clause in Contracts

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:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Redback Networks Inc), Agreement and Plan of Merger (Cytyc Corp), Agreement and Plan of Merger (Ericsson Lm Telephone Co)

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The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1, as promptly as practicable (and in any event within ten seven (107) business daysBusiness 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 of the Shares at a price per share equal to the Offer Price, subject to:.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hyperion Therapeutics Inc), Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Hyperion Therapeutics Inc)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article VII hereof, as promptly as practicable (and but in any no event within ten (10) later than the fifth business days) after day following the date hereofof this Agreement, Purchaser shall (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 amended (the "Exchange Act")) the Offer to purchase for cash all Shares at the Offer Price, subject to:.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Cybermedia Inc), Agreement and Plan of Merger (Networks Associates Inc/)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1, as promptly as practicable (and in any event within ten (10) business daysBusiness 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 of the Shares at a price per share equal to the Offer Price, subject to:.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (GenMark Diagnostics, Inc.), Agreement and Plan of Merger (Wok Acquisition Corp.), Agreement and Plan of Merger (P F Changs China Bistro Inc)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1, as promptly as practicable (and in any event within ten (10) business days) after Business Days from 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:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Altra Holdings, Inc.), Agreement and Plan of Merger (Tb Woods Corp)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18.1 and none of the events set forth in paragraph (2)(iii) of Annex I shall exist or have occurred and be continuing, as promptly as practicable (and in any event within ten (10) business days10 Business Days) after the date hereofof this Agreement, Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 promulgated 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 any and all outstanding Shares at the Offer Price, subject to:.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware Corp), Agreement and Plan of Merger (American Land Lease Inc)

The Offer. (a) Provided that this Agreement shall has not have been terminated in accordance with Section 8.1Article 8, as promptly as practicable (and after the date of this Agreement, but in any no event within more than ten (10) business days) Business Days after the date hereofof this Agreement, Purchaser shall will (and Parent shall will 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:Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Anadigics Inc), Agreement and Plan of Merger (Anadigics Inc)

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 seven (107) 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:.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Beckman Coulter Inc)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.19.1 and none of the events set forth in paragraph (2) of Annex I shall exist or have occurred and be continuing, as promptly as reasonably practicable (and in any event within ten (10) business daysBusiness Days) after the date hereofof this Agreement, Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”)) ), the Offer to purchase for cash all Shares at the Offer Price, subject to:.

Appears in 2 contracts

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

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 a price per Share equal to the Offer Price, subject to:.

Appears in 2 contracts

Samples: Iv Agreement and Plan of Merger (Opsware Inc), Iv Agreement and Plan of Merger (Hewlett Packard Co)

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:Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cougar Biotechnology, Inc.), Agreement and Plan of Merger (Johnson & Johnson)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article VIII and that the Company has complied with its obligations under Section 8.11.2, as promptly as practicable (and after the date of this Agreement but in any no event within more than ten (10) business days) days after the date hereofof this Agreement (or such later date as the parties may agree), 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:Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Altair Engineering Inc.), Agreement and Plan of Merger (Datawatch Corp)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article VIII, as promptly as practicable (and after the date of this Agreement but in any no event within more than ten (10) business days) Business Days after the date hereofof this Agreement, 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 Offer; provided that the Company agrees that no Shares owned by the Company or any of the Subsidiaries of the Company be tendered pursuant to purchase for cash all Shares at the Offer Price, subject to:Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1, subject to the terms and conditions of this Agreement, as promptly as practicable (and in any event within ten (10) business days10 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 (other than Restricted Stock) at the Offer Price, subject to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nextest Systems Corp), Agreement and Plan of Merger (Teradyne, Inc)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1, 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 of the Shares at a price per share equal to the Offer Price, subject to:.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Active Network Inc)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1Article 8, as promptly as practicable (and after the date of this Agreement but in any no event within more than ten (10) business days) Business Days after the date hereofof this Agreement, 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:Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1, as promptly as practicable (and in any event within ten (10) business days) after Business Days from 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:to the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Annex I.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Datascope Corp)

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The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 8 and that the Company has complied with its obligations under Section 8.11.2, as promptly as practicable (and in any event within ten (10) business days) after the date hereofof this Agreement but in no event more than twelve (12) business days after the date of this Agreement (or such later date as the parties may agree), 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:Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Envivio Inc)

The Offer. (a) Provided that Unless 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 hereofArticle VII, 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 of the Shares at the Offer PricePrice as promptly as reasonably practicable after the date hereof, subject to:but in no event later than July 11, 2012.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lincare Holdings Inc)

The Offer. (a) Provided that this Agreement shall has not have been terminated in accordance with Section 8.1Article 8, as promptly as practicable (and after the date of this Agreement, but in any no event within more than ten (10) business days) Business Days after the date hereofof this Agreement, 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:Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rightside Group, Ltd.)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1section 8, as promptly as practicable (and in any event within ten (10) business days) after the date hereofof this Agreement but in no event more than seven business days after the date of this Agreement, 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:Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Anadys Pharmaceuticals Inc)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 8 and that the Company has complied with its obligations under Section 8.11.1(f) and Section 1.2, as promptly as practicable (and after the date of this Agreement but in any no event within more than ten (10) business days) days after the date hereofof this Agreement, 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:Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pitney Bowes Inc /De/)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18, as promptly as practicable (and after the date of this Agreement but in any no event within more than ten (10) business days) days after the date hereofof this Agreement, 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:Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amgen Inc)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.18, as promptly as practicable (and in any event within ten (10) business days) after the date hereofof this Agreement but in no event more than ten Business Days after the date of this Agreement, 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:Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genoptix Inc)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1, as promptly as practicable (and in any event within ten (10) seven business days) days after the date hereofof this Agreement, 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 amended (the “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer PricePrice (as adjusted as provided in this Agreement, subject to:if applicable) and in compliance with Section 14(d) of the Exchange Act and all other provisions of applicable securities laws.

Appears in 1 contract

Samples: Support Agreement (Monogram Biosciences, Inc.)

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.17.1, as promptly as practicable (and in any event within ten (10) 10 business days) after the date hereofof this Agreement, 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 amended (the “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer Price, subject to:.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Orchid Cellmark Inc)

The Offer. (a) Provided that this Agreement shall has not have been terminated in accordance with Section 8.1Article 8, as promptly as practicable (and in any event within ten (10) business days) after the date hereofof this Agreement, but in no event more than fifteen (15) Business Days after the date of this Agreement, 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:Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onvia Inc)

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