Common use of Expiration and Extension of the Offer Clause in Contracts

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight, New York City time, on the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date being the “Initial Offer Expiration Date”), provided, however, that if at the Initial Offer Expiration Date, any Offer Condition is not satisfied (including the Minimum Tender Condition, but excluding any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived in compliance with Section 1.01(b), Sub shall, and Parent shall cause Sub to, extend the Offer for a period determined by Parent of not more than ten (10) business days. Thereafter, if at any then scheduled expiration of the Offer, any Offer Condition is not satisfied or waived in compliance with Section 1.01(b), Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days (the length of such periods to be determined by Parent); provided, however, that Parent and Sub shall not be required to extend the Offer to a date subsequent to the Outside Date. In addition, Sub shall, and Parent shall cause Sub to, in each case, (x) extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ or the staff thereof applicable to the Offer (provided, however, that Parent and Sub shall not be required to extend the Offer to a date subsequent to the Outside Date) and (y) unless the Top-Up is then-exercisable in accordance with Section 1.03, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Popeyes Louisiana Kitchen, Inc.), Agreement and Plan of Merger (Restaurant Brands International Inc.)

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Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnightMidnight, New York City time, on the later of (i) the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) the 28th day after the posting of the Offer Documents (such date being later date, the “Initial Offer Expiration Date”), ; provided, however, that if at the Initial Offer Expiration Date, any Offer Condition is not satisfied (including the Minimum Tender Condition, but excluding any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) Date or waived in compliance with Section 1.01(b), Sub shall, and Parent shall cause Sub to, extend the Offer for a period determined by Parent of not more than ten (10) business days. Thereafter, if at any then scheduled expiration of the OfferOffer thereafter, any Offer Condition is not satisfied or waived in compliance with Section 1.01(b)waived, Sub shall, and Parent Acquiror shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten five (105) business days each (or such longer period as Acquiror and the length of such periods to be determined by Parent); provided, however, that Parent Company may agree) and Sub (y) Acquiror shall not be required to extend the Offer to a date subsequent to the Outside Date. In addition, Sub shall, and Parent shall cause Sub to, in each case, (x) extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) SEC or the staff thereof or NASDAQ or SIC or, in each case, the staff thereof applicable to the Offer (Offer; provided, however, that Parent and Sub in no event shall not Acquiror be required to extend the Offer beyond the Termination Date. The last date on which the Offer is required to a be extended pursuant to this Section 1.01(d) is referred to as the “Offer End Date” (it being understood that under no circumstances shall the Offer End Date occur after the latest date subsequent to as permitted under the Outside DateSingapore Code.) and (y) unless the Top-Up is then-exercisable Acquiror may, in accordance with Section 1.03its sole discretion, make available provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act Rule 14d-11(the “Subsequent Offering Period”).

Appears in 2 contracts

Samples: Implementation Agreement (Verigy Holding Co. Ltd.), Implementation Agreement (Verigy Ltd.)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight, New York City time, on the 20th business day Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date and time being the “Initial Offer Expiration DateTime”), provided, however, that if at . In the event the Initial Offer Expiration Date, any Offer Condition is not satisfied Time has been extended pursuant to this Agreement (including other than in accordance with the Minimum Tender Condition, but excluding any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived in compliance with Section 1.01(bimmediately preceding sentence), such later date and time to which the Initial Offer Expiration Time has been extended pursuant to this Agreement shall be referred to herein as the “Expiration Time.” Notwithstanding anything to the contrary contained in this Section 2.1, Merger Sub shallmay, and Parent shall cause Sub toin its discretion, without the consent of the Company, extend the Offer for a period determined by Parent no more than two consecutive increments of not more than ten (10) business days. ThereafterBusiness Days each, if at any then otherwise scheduled expiration Expiration Time any of the Offer, any Offer Condition is conditions to Parent’s and Merger Sub’s obligation to purchase shares of Company Common Stock are not satisfied or waived in compliance with Section 1.01(b)waived, Sub shall, and Parent shall cause Sub to, or extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days (the length of such periods to be determined by Parent); provided, however, that Parent and Sub shall not be required to extend the Offer to a date subsequent to the Outside Date. In addition, Sub shall, and Parent shall cause Sub to, in each case, (x) extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ SEC or the staff thereof applicable to the Offer. If the Offer (provided, however, that Parent and Sub shall not be is required to be extended by any rule, regulation, interpretation or position of the SEC applicable to the Offer, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer to a date subsequent to for the Outside Date) and (y) unless the Top-Up is then-exercisable in accordance with Section 1.03minimum period required by such Law, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11rule, regulation, interpretation or position.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Everest Merger Sub, Inc.), Agreement and Plan of Merger (Sport Chalet Inc)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight12:01 a.m., New York City time, on the 20th 21st business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date being the “Initial Offer Expiration Date”), provided, however, that if at the Initial Offer Expiration Date, any Offer Condition is not satisfied (including the Minimum Tender Condition, but excluding other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived in compliance with Section 1.01(b)waived, Sub shall, and Parent shall cause Sub to, extend the Offer for a period determined by Parent of not more than ten (10) business days. Thereafter, if at any then scheduled expiration of the Offer, any Offer Condition is not satisfied or waived in compliance with Section 1.01(b)waived, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days (the length of such periods to be determined by Parent); provided, however, that Parent and Sub shall not in no circumstance be required to extend the Offer to a date subsequent to the Outside Date. In addition, (x) Sub shall, and Parent shall cause Sub to, in each case, (x) extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ Global Market (“NASDAQ”) or the staff thereof applicable to the Offer (provided, however, that Parent and Sub shall not be required to extend the Offer to a date subsequent to the Outside Date) and (y) unless the Top-Up is then-exercisable in accordance with Section 1.03Sub may, and Parent may cause Sub to, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Osiris Therapeutics, Inc.), Agreement and Plan of Merger (Smith & Nephew PLC)

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Expiration and Extension of the Offer. The Subject to the terms and conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at midnight, New York City timeTime, on the 20th date that is twenty (20) business day following the commencement of the Offer days (determined using for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer is commenced (such date being within the meaning of Rule 14d-2 promulgated under the Exchange Act)(the “Initial Offer Expiration Date”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, provided, however, that if at the Initial Offer Expiration Date, any Offer Condition is not satisfied (including the Minimum Tender Condition, but excluding any Offer Conditions that are by their nature to be satisfied at the Acceptance Timei) or waived in compliance with Section 1.01(b), Merger Sub shall, and Parent shall cause Sub to, extend the Offer for a period determined by Parent of not more than ten (10) business days. Thereafter, if at any then scheduled expiration of the Offer, any Offer Condition is not satisfied or waived in compliance with Section 1.01(b), Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days (the length of such periods to be determined by Parent); provided, however, that Parent and Sub shall not be required to extend the Offer to a date subsequent to the Outside Date. In addition, Sub shall, and Parent shall cause Sub to, in each case, (x) extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) SEC or the staff thereof or NASDAQ of the SEC or the staff thereof Nasdaq Global Select Market that is applicable to the Offer, (ii) in the event that any of the conditions to the Offer set forth on Annex A hereto are not satisfied or waived as of any then scheduled expiration date of the Offer, Merger Sub shall extend the Offer for successive extension periods of not more than ten (10) Business Days each in order to permit the satisfaction of the conditions to the Offer (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended pursuant to and in accordance with the terms of this Agreement, is referred to as the “Expiration Date”); provided, however, that Parent notwithstanding the foregoing clauses (i) and (ii) of this Section 2.1(d), in no event shall Merger Sub shall not be required to extend the Offer beyond the earlier to a occur of (A) the date subsequent this Agreement is terminated pursuant to Section 10.1 hereof or (B) the date that is 180 days after the date hereof (the “Outside Date”); and provided further, that the foregoing clauses (i) and (yii) unless the Top-Up is then-exercisable in accordance with Section 1.03, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11.of this Section

Appears in 1 contract

Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight, New York City time, on the 20th business day following last Business Day of the 20 Business Day period beginning on the date of the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) (such date being the “Initial Offer Expiration DateTime”), provided, however, that if at . In the event the Initial Offer Expiration DateTime has been extended pursuant to this Agreement, such later date and time to which the Initial Offer Expiration Time has been extended pursuant to this Agreement shall be referred to herein as the “Expiration Time”. If on the then-scheduled Expiration Time, any Offer Condition is not satisfied (including of the Minimum Tender Condition, but excluding any Offer Conditions that are by their nature to shall not be satisfied at the Acceptance Time) or waived or, in compliance with Section 1.01(b)Sub’s sole discretion, waived, then in its sole discretion, Sub shall, and Parent shall cause Sub to, may extend the Offer for a period determined by Parent one or more periods of not more than ten (10) business days. Thereafter, if at any then scheduled expiration Business Days each (or such greater number of Business Days as the Offer, any Offer Condition is Parties may agree) as Sub so determines (but not satisfied or waived in compliance with Section 1.01(b), Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days (the length of such periods to be determined by Parent); provided, however, that Parent and Sub shall not be required to extend the Offer to a date subsequent to beyond the Outside Date). In addition, Sub shall, and Parent shall cause Sub to, in each case, (x) extend if the Offer on one or more occasions for the minimum period is required to be extended by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or NASDAQ or the staff thereof applicable to the Offer, then Sub shall, and Parent shall cause Sub to, extend the Offer (providedfor the minimum period required by such Law, howeverrule, that Parent and regulation, interpretation or position. Notwithstanding anything to the contrary in this Agreement, in no event shall Sub shall not be required to extend the Offer to a date subsequent to (A) beyond March 10, 2015 (the Outside Date) and or (yB) unless the Top-Up at any time that Parent or Sub is then-exercisable in accordance with Section 1.03, make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11permitted to terminate this Agreement pursuant to Article IX.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dialogic Inc.)

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