Common use of Acceptance/Expiration of Commitments Clause in Contracts

Acceptance/Expiration of Commitments. (a) This Commitment Letter and the Commitment of We▇▇▇ ▇argo Bank and the undertakings of We▇▇▇ ▇argo Securities set forth herein shall automatically terminate at 5:00 p.m. (Eastern Time) on August 31, 2018 (the "Acceptance Deadline"), without further action or notice unless signed counterparts of this Commitment Letter and the Fee Letter shall have been delivered to We▇▇▇ ▇argo Securities by such time. This Commitment Letter will become binding on the Borrower only after it has been executed by you and delivered to us on or before the Acceptance Deadline. (b) In the event this Commitment Letter and the Fee Letter are accepted by you as provided above, the Commitment of We▇▇▇ ▇argo Bank and the undertakings of We▇▇▇ ▇argo Securities set forth herein will automatically terminate without further action or notice upon the earliest to occur of (i) receipt by the Commitment Parties of written notice of termination from you, (ii) the consummation of the Acquisition (with or without the use of the Senior Credit Facilities), (iii) the termination of the Acquisition Agreement and (iv) 11:59 p.m. (Eastern Time) on the earliest to occur of (A) December 31, 2018 or (B) the outside date for the termination of the Acquisition Agreement, if the closing of the Acquisition shall not have occurred by such time.

Appears in 1 contract

Sources: Commitment Letter (Emergent BioSolutions Inc.)

Acceptance/Expiration of Commitments. (a) This Commitment Letter and the Commitment of We▇▇▇ ▇argo Bank the Commitment Parties and the undertakings of We▇▇▇ ▇argo Securities the Lead Arrangers set forth herein (but not the commitments and undertakings under the Interim Facilities Agreement which shall terminate in accordance with their terms) shall automatically terminate at 5:00 11:59 p.m. (Eastern Time) on August 31April 21, 2018 2024 (the "Acceptance Deadline"), without further action or notice unless signed counterparts of this Commitment Letter and the Fee Letter Letters shall have been delivered to We▇▇▇ ▇argo Securities the Lead Arrangers by such time. This Commitment Letter will become binding on the Borrower only after it has been executed by you and delivered to us on or before the Acceptance Deadline. (b) In the event this Commitment Letter and the Fee Letter are is accepted by you as provided above, the Commitment and agreements of We▇▇▇ ▇argo Bank the Commitment Parties and the undertakings of We▇▇▇ ▇argo Securities the Lead Arrangers set forth herein (but not the commitments and undertakings under the Interim Facilities Agreement which shall terminate in accordance with their terms) will automatically terminate without further action or notice upon the earliest to occur of of (i) receipt if the first Announcement has not been released by such time, 11:59 p.m., New York City time, on the date that is five (5) business days after the date on which this Commitment Letter is executed by you (or such later date that the Commitment Parties of written notice of termination from you, agree to); (ii) if the consummation Acquisition is intended to be completed pursuant to a Scheme, the date upon which the Scheme lapses (including, subject to exhausting any rights of appeal, if the relevant court refuses to sanction the Scheme) or is withdrawn in writing in accordance with its terms in the Announcement or Scheme Document (other than where (a) such lapse or withdrawal is as a result of the Acquisition (with or without the use exercise of the Senior Credit FacilitiesBorrower’s right to effect a switch from the Scheme to the Offer or (b) it is otherwise to be followed within twenty (20) business days by an Announcement made by the Borrower to implement the Acquisition by a different offer or scheme (as applicable) in accordance with the terms of the Interim Facilities Agreement); (iii) if the Acquisition is intended to be completed pursuant to an Offer, the date upon which the Offer lapses or is withdrawn in writing in accordance with its terms in the Announcement or Offer Document (other than where (a) such lapse or withdrawal is as a result of the exercise of the Borrower’s right to effect a switch from the Offer to a Scheme or (b) it is otherwise to be followed within twenty (20) business days by an Announcement made by the Borrower to implement the Acquisition by a different offer or scheme (as applicable) in accordance with the terms of the Interim Facilities Agreement); and (iii) the termination of the Acquisition Agreement and (iv) 11:59 p.m. (Eastern Time) on the earliest to occur of (A) December 31, 2018 or (B) the outside date for the termination of the Acquisition Agreement, if the closing of the Acquisition shall not have occurred by such time.falling nine

Appears in 1 contract

Sources: Commitment Letter

Acceptance/Expiration of Commitments. (a) This Commitment Letter and the Commitment of We▇▇▇ ▇argo Bank the Commitment Parties and the undertakings of We▇▇▇ ▇argo Securities the Lead Arrangers set forth herein (but not the commitments and undertakings under the Interim Facilities Agreement which shall terminate in accordance with their terms) shall automatically terminate at 5:00 11:59 p.m. (Eastern Time) on August 31April 21, 2018 2024 (the "Acceptance Deadline"), without further action or notice unless signed counterparts of this Commitment Letter and the Fee Letter Letters shall have been delivered to We▇▇▇ ▇argo Securities the Lead Arrangers by such time. This Commitment Letter will become binding on the Borrower only after it has been executed by you and delivered to us on or before the Acceptance Deadline. (b) In the event this Commitment Letter and the Fee Letter are is accepted by you as provided above, the Commitment and agreements of We▇▇▇ ▇argo Bank the Commitment Parties and the undertakings of We▇▇▇ ▇argo Securities the Lead Arrangers set forth herein (but not the commitments and undertakings under the Interim Facilities Agreement which shall terminate in accordance with their terms) will automatically terminate without further action or notice upon the earliest to occur of (i) receipt if the first Announcement has not been released by such time, 11:59 p.m., New York City time, on the date that is five (5) business days after the date on which this Commitment Letter is executed by you (or such later date that the Commitment Parties of written notice of termination from you, agree to); (ii) if the consummation Acquisition is intended to be completed pursuant to a Scheme, the date upon which the Scheme lapses (including, subject to exhausting any rights of appeal, if the relevant court refuses to sanction the Scheme) or is withdrawn in writing in accordance with its terms in the Announcement or Scheme Document (other than where (a) such lapse or withdrawal is as a result of the Acquisition (with or without the use exercise of the Senior Credit FacilitiesBorrower’s right to effect a switch from the Scheme to the Offer or (b) it is otherwise to be followed within twenty (20) business days by an Announcement made by the Borrower to implement the Acquisition by a different offer or scheme (as applicable) in accordance with the terms of the Interim Facilities Agreement); (iii) if the Acquisition is intended to be completed pursuant to an Offer, the date upon which the Offer lapses or is withdrawn in writing in accordance with its terms in the Announcement or Offer Document (other than where (a) such lapse or withdrawal is as a result of the exercise of the Borrower’s right to effect a switch from the Offer to a Scheme or (b) it is otherwise to be followed within twenty (20) business days by an Announcement made by the Borrower to implement the Acquisition by a different offer or scheme (as applicable) in accordance with the terms of the Interim Facilities Agreement); and (iii) the termination date falling nine (9) months and eight (8) weeks after the date of the Acquisition Agreement and first Announcement (ivsuch earliest date, the “Expiration Date”); provided that, if the Interim Closing Date (as defined in the Interim Facilities Agreement) 11:59 p.m. (Eastern Time) on has occurred by then, such date shall automatically be extended to the earliest to occur later of (A) December 31, 2018 or the Expiration Date and (B) the outside date for falling 90 days after the termination of Interim Closing Date (as defined in the Acquisition Interim Facilities Agreement, if the closing of the Acquisition shall not have occurred by such time).

Appears in 1 contract

Sources: Commitment Letter (Quanex Building Products CORP)