Common use of Extension and Expiration of Offer Clause in Contracts

Extension and Expiration of Offer. Subject to the terms and conditions of the Offer and this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) business days (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 (i) Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff, or of the Nasdaq Stock Market, Inc., that is applicable to the Offer, and (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, until such time as either (A) all of the conditions to the Offer are satisfied or waived, or (B) this Agreement is terminated pursuant to the terms of Article VIII hereof; provided, however, that notwithstanding the foregoing clauses (i) and (ii) of this Section 1.1(c), in no event shall Merger Sub be required to extend the Offer beyond the Initial Termination Date or the Extended Termination Date, as applicable; and provided further, that the foregoing clauses (i) and (ii) of this Section 1.1(c) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to the terms of Article VIII hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Insilicon Corp), Agreement and Plan of Merger (Synopsys Inc)

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Extension and Expiration of Offer. Subject to the terms and conditions of this Agreement and the Offer and this AgreementOffer, 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 10 the Exchange Act); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff, or of the Nasdaq Stock Market, Inc., or the NYSE that is applicable to the Offer, Offer and (ii) in the event that any of the conditions to the Offer Offer, including the Minimum Condition and the other conditions set forth on Annex A hereto 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, until such time as either (A) all Business Days each in order to permit the satisfaction of the conditions to the Offer are satisfied or waived, or (B) this Agreement is terminated pursuant to the terms of Article VIII hereofOffer; provided, however, that notwithstanding the foregoing clauses (i) and (ii) of this Section 1.1(c2.1(c), in no event shall Merger Sub be required to extend the Offer beyond the Initial Termination Date or the Extended Termination Date, as applicable; and provided further, that the foregoing clauses (i) and or (ii) of this Section 1.1(c2.1(c) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to the terms of Article VIII IX hereof.

Appears in 1 contract

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

Extension and Expiration of Offer. Subject to the terms and conditions of this Agreement and the Offer and this AgreementOffer, 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) Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff, or of the Nasdaq Stock Market, Inc., or the NYSE that is applicable to the Offer, Offer and (ii) in the event that any of the conditions to the Offer Offer, including the Minimum Condition and the other conditions set forth on Annex A hereto 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, until such time as either (A) all Business Days each in order to permit the satisfaction of the conditions to the Offer are satisfied or waived, or (B) this Agreement is terminated pursuant to the terms of Article VIII hereofOffer; provided, however, that notwithstanding the foregoing clauses (i) and (ii) of this Section 1.1(c2.1(c), in no event shall Merger Sub be required to extend the Offer beyond the Initial Termination Date or the Extended Termination Date, as applicable; and provided further, that the foregoing clauses (i) and or (ii) of this Section 1.1(c2.1(c) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to the terms of Article VIII IX hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mercury Interactive Corp)

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Extension and Expiration of Offer. Subject to the terms and conditions of the Offer and this Agreement, the Offer shall expire at midnight, New York Time, on the date that is twenty (20) business days (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 (i) Merger Sub Purchaser shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission ("SEC") or its staff, or of the Nasdaq Stock Market, Inc.Inc. ("Nasdaq"), that is applicable to the Offer, and (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 Purchaser shall extend the Offer for successive extension periods of not more than ten (10) business days each, until such time as either (A) all of the conditions to the Offer are satisfied or waived, or (B) this Agreement is terminated pursuant to the terms of Article VIII hereofVIII; provided, however, that notwithstanding the foregoing clauses (i) and (ii) of this Section 1.1(c), in no event shall Merger Sub (x) Purchaser be required to extend the Offer beyond the Initial Termination Date or the Extended Termination Date, as applicable; and provided further, that applicable or (y) Purchaser be required to extend the foregoing clauses (i) and (ii) Offer beyond the termination of this Section 1.1(c) shall not be deemed to impair, limit or otherwise restrict Agreement in any manner the right of Parent to terminate this Agreement pursuant to the terms of accordance with Article VIII hereofVIII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Acxiom Corp)

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