Common use of Extension and Expiration of Offer Clause in Contracts

Extension and Expiration of Offer. Subject to the terms and conditions of this Agreement and the Offer, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) the Offering Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or its staff, or the Nasdaq Global Market that is applicable to the Offer, (ii) the Offering Subsidiary shall extend the Offer for a period required in order for the closing of the Offer to occur immediately prior to the adoption of the Company Voting Proposal at the Company Meeting by the Required Company Stockholder Vote and (iii) in the event that any of the conditions to the Offer, including the Minimum Condition and the other conditions set forth on Annex I hereto, are not satisfied or waived as of any then scheduled expiration date of the Offer, the Offering Subsidiary shall extend the Offer for successive extension periods of ten (10) Business Days each (or such other period as may be mutually agreed by the Buyer and the Company) in order to permit the satisfaction of the conditions to the Offer; provided, however, that notwithstanding the foregoing clauses (i), (ii) and (iii) of this Section 1.1(c), in no event shall the Offering Subsidiary be required to extend the Offer beyond the Initial Outside Date (or, if applicable, the Extended Outside Date); and provided further, that the foregoing clauses (i), (ii) and (iii) of this Section 1.1(c) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer or the Offering Subsidiary to terminate this Agreement pursuant to the terms of Article VI hereof. The time at which the Offer expires (including all extensions to the Offer but excluding any subsequent offering period) is referred to herein as the "Initial Offer Closing".

Extension and Expiration of Offer. Subject to the terms and conditions of this Agreement and the Offer, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Statutory Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) the Offering Subsidiary Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or its staff, staff or the Nasdaq Global Market that is applicable to the Offer, Offer and (ii) the Offering Subsidiary shall extend the Offer for a period required in order for the closing of the Offer to occur immediately prior to the adoption of the Company Voting Proposal at the Company Meeting by the Required Company Stockholder Vote and (iii) in the event that any of the conditions to the Offer, including the Minimum Condition and the other conditions set forth on Annex I A hereto, are not satisfied or waived as of any then scheduled expiration date of the Offer, the Offering Subsidiary Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of ten (10) Statutory Business Days each (or such other period as may be mutually agreed by the Buyer and the Company) in order to permit the satisfaction of the conditions to the Offer; provided, however, that notwithstanding the foregoing clauses (i), clause (ii) and (iii) of this Section 1.1(c2.1(c), in no event shall the Offering Subsidiary Merger Sub be required to extend the Offer beyond the Initial Outside Termination Date (or, if applicable, or the Extended Outside Termination Date), as applicable; and provided further, that the foregoing clauses (i), clause (ii) and (iii) of this Section 1.1(c) 2.1(c), shall not be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer Parent or the Offering Subsidiary Company to terminate this Agreement pursuant to the terms of Article VI IX hereof. The time at which Merger Sub shall (and Parent shall cause Merger Sub to) not terminate the Offer expires (including all extensions prior to the Offer but excluding any subsequent offering period) expiration date without the prior written consent of the Company, except in the event that this Agreement is referred terminated pursuant to herein as the "Initial Offer Closing"terms of Article IX hereof.

Extension and Expiration of Offer. Subject to the terms and conditions of this Agreement and the Offer, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) Business Days business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) the Offering Subsidiary Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or its staff, staff or the Nasdaq Global Market that is applicable to the Offer, (ii) if the Offering Subsidiary Minimum Condition is not satisfied at the time of any such extension, Merger Sub shall extend the Offer for a period required up to three (3) successive extension periods of ten (10) Business Days each in order for to permit the closing satisfaction of the Offer to occur immediately Minimum Condition; provided, however, that Merger Sub shall not be required (and, without the prior to the adoption written approval of the Company Voting Proposal at Company, shall not be permitted) to extend the Company Meeting by the Required Company Stockholder Vote Offer more than three (3) times pursuant to this clause (ii), and (iii) in the event that (A) any of the conditions to the Offer, including the Minimum Condition Offer and the other conditions set forth on Annex I A hereto, other than the Minimum Condition, are not satisfied or waived as of any then scheduled expiration date of the OfferOffer and (B) the Minimum Condition is satisfied at the time of such expiration date, the Offering Subsidiary then Merger Sub shall extend the Offer for successive extension extensions periods of ten (10) Business Days Day each (or such other period as may be mutually agreed by the Buyer and the Company) in order to permit the satisfaction of the such conditions to the Offer; provided, however, that notwithstanding the foregoing clauses (i), (ii) and - (iii) of this Section 1.1(c2.1(c), inclusive, in no event shall the Offering Subsidiary Merger Sub be required to extend the Offer beyond the Initial Outside Termination Date (or, if applicable, or the Extended Outside Termination Date), as applicable; and provided further, that the foregoing clauses (i), (ii) and - (iii) of this Section 1.1(c) 2.1(c), inclusive, shall not be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer Parent or the Offering Subsidiary Company to terminate this Agreement pursuant to the terms of Article VI hereofIX. The time at which Neither Merger Sub nor Parent shall be entitled to extend the Offer expires (including all extensions in any manner other than pursuant to and in accordance with the Offer but excluding any subsequent offering periodterms of this Section 2.1(c) is referred to herein as without the "Initial Offer Closing"prior written consent of the Company.

Extension and Expiration of Offer. Subject to the terms and conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at midnight, New York Time, on the date that is twenty (20) Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) the Offering Subsidiary Purchaser shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or its staff, staff or the Nasdaq Global Market NASDAQ that is applicable to the Offer, Offer and (ii) the Offering Subsidiary shall extend the Offer for a period required in order for the closing of the Offer to occur immediately prior to the adoption of the Company Voting Proposal at the Company Meeting by the Required Company Stockholder Vote and (iii) in the event that any of the conditions to the Offer, including the Minimum Condition and the other conditions Offer set forth on Annex I hereto, A hereto are not satisfied or waived as of any then scheduled expiration date of the Offer, the Offering Subsidiary Purchaser shall extend the Offer for successive extension periods of ten up to twenty (1020) Business Days each (with Purchaser determining the length of any such extension) (or such other longer period as the parties hereto may be mutually agreed by the Buyer and the Companyagree) in order to permit the satisfaction of the conditions each such condition to the Offer; provided, however, that notwithstanding the foregoing clauses (i), clause (ii) and (iii) of this Section 1.1(c2.1(c), in no event shall the Offering Subsidiary Purchaser be required to extend the Offer beyond the Initial Outside Termination Date (or, if applicable, or the Extended Outside Termination Date), as applicable; and provided further, that the foregoing clauses clause (i), ) or clause (ii) and (iii) of this Section 1.1(c2.1(c) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer Parent or the Offering Subsidiary Company to terminate this Agreement pursuant to the terms of Article VI VII hereof. The time at which Purchaser shall not terminate the Offer expires (including all extensions prior to the Offer but excluding any subsequent offering period) expiration date without the prior written consent of the Company, except in the event that this Agreement is referred terminated pursuant to herein as the "Initial Offer Closing"Article VII hereof.

Extension and Expiration of Offer. Subject to the terms and conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at midnight5:00 p.m., New York Time, on the date that is twenty twenty-first (2021) Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) Day after the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) the Offering Subsidiary Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or its staff, staff or the Nasdaq Global Market NASDAQ that is applicable to the Offer, Offer and (ii) the Offering Subsidiary shall extend the Offer for a period required in order for the closing of the Offer to occur immediately prior to the adoption of the Company Voting Proposal at the Company Meeting by the Required Company Stockholder Vote and (iii) in the event that any of the conditions to the Offer, including the Minimum Condition and the other conditions Offer set forth on Annex I hereto, A hereto are not satisfied or waived as of any then scheduled expiration date of the Offer, the Offering Subsidiary Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive extension periods of up to ten (10) Business Days each (or such other longer period as the parties hereto may be mutually agreed by the Buyer and the Companyagree) in order to permit the satisfaction of the conditions each such condition to the Offer; provided, however, that notwithstanding the foregoing clauses (i), clause (ii) and (iii) of this Section 1.1(c2.1(c), in no event shall the Offering Subsidiary Merger Sub be required to extend the Offer beyond the Initial Outside Termination Date (or, if applicable, or the Extended Outside Termination Date), as applicable; and provided provided, further, that the foregoing clauses (i), clause (ii) and (iii) of this Section 1.1(c) 2.1(c), shall not be deemed to impair, limit or otherwise restrict in any manner the right of the Buyer Parent or the Offering Subsidiary Company to terminate this Agreement pursuant to the terms of Article VI IX hereof. The time at which Merger Sub shall (and Parent shall cause Merger Sub to) not terminate the Offer expires (including all extensions prior to the Offer but excluding any subsequent offering period) expiration date without the prior written consent of the Company, except in the event that this Agreement is referred terminated pursuant to herein as the "Initial Offer Closing"terms of Article IX hereof.