Terms of the Offer and Section 15 – “Conditions of the Offer.” How do I tender my Shares? If you hold your Shares directly as the registered owner and such Shares are represented by stock certificates, you may tender your Shares in the Offer by delivering the certificates representing your Shares, together with a properly completed and signed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary, not later than the Expiration Date. If you hold your Shares as registered owner and such Shares are represented by book-entry positions, you may follow the procedures for book-entry transfer set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase, not later than the Expiration Date. The Letter of Transmittal is enclosed with this Offer to Purchase. We are not providing for guaranteed delivery procedures. Therefore, Audentes stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, which is earlier than 12:00 midnight, New York City time, at the end of the day on the Expiration Date. In addition, for Audentes stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary prior to 12:00 midnight, New York City time, at the end of the day on the Expiration Date. Audentes stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.
Terms of the Offer and Section 3 – “Procedures for Accepting the Offer and Tendering Shares.” Until what time may I withdraw previously tendered Shares? You may withdraw your previously tendered Shares at any time until 12:00 midnight, New York City time, at the end of the day on the Expiration Date. In addition, if we have not accepted your Shares for payment within 60 days of commencement of the Offer, you may withdraw them at any time after February 14, 2020, the 60th day after commencement of the Offer, until we accept your Shares for payment. See Section 1 – “Terms of the Offer” and Section 4 – “Withdrawal Rights.” How do I withdraw previously tendered Shares? To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, banker or other nominee, you must instruct the broker, banker or other nominee to arrange for the withdrawal of your Shares. See Section 4 – “Withdrawal Rights.” Has the Offer been approved by the Board of Directors of Audentes?
Terms of the Offer and Section 3 – “Procedures for Accepting the Offer and Tendering Shares.” Can the Offer be extended and under what circumstances? Yes. The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer and under which Astellas is required to cause Purchaser to extend the Offer. Specifically, the Merger Agreement provides: • if on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions (as defined below in Section 15 – “Conditions of the Offer”) have not been satisfied or waived by Astellas or Purchaser if permitted thereunder, then Purchaser will, and Astellas will cause Purchaser to, extend the Offer on one or more occasions in consecutive increments of not more than ten business days each (the length of such period to be determined by Astellas and Purchaser in their discretion), or for such longer period as the parties may agree in order to permit the satisfaction of such Offer Conditions (subject to the right of Astellas or Purchaser to waive any Offer Conditions, other than the Minimum Condition); provided that, if all Offer Conditions other Table of Contents than the Minimum Condition have been satisfied or waived, Purchaser will not be so required to extend the Offer for more than twenty business days; and • Purchaser will, and Astellas will cause Purchaser to, extend the Offer for the minimum period required by applicable law, interpretation or position of the SEC or its staff or Nasdaq or its staff;
Examples of Terms of the Offer in a sentence
Changes to the Terms of the Offer and the Agreement 9.1. The Agreement may be terminated before the expiration of the term stipulated by the Agreement, by agreement of the Parties or at the initiative of one of the Parties expressed in a form that is understandable to both Parties.
Terms of the Offer allow holders of Shares to exchange each Share held for $31.00 of Western Resources Common Stock, subject to certain limitations as set forth herein.
The offer, sale and distribution to the public of the CPs shall be in accordance with the following terms and conditions, and the Terms of the Offer attached hereto as Annex A.
More Definitions of Terms of the Offer
Terms of the Offer means the terms and conditions of the offer, sale and distribution to the public of the Offer Shares as set forth in Annex A.
Terms of the Offer shall have the meaning set forth in Section 39. EXHIBIT E ALLOCATED MINIMUM RENT SCHEDULE
Terms of the Offer and Section 2 — “Acceptance for Payment and Payment for Shares.” HOW WILL MY OUTSTANDING COMPANY OPTIONS AND RESTRICTED SHARES BE TREATED IN THE OFFER AND THE MERGER?
Terms of the Offer. As defined in Article XXXV.