Offer Closing. On the terms and subject to the conditions of this Agreement (including the satisfaction or waiver of the conditions set forth in Exhibit A), Merger Sub shall, and Parent shall cause Merger Sub to, (i) accept for payment all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer prior to 9:00 a.m. New York City time, on the business day (determined using Rule 14d-1(g)(3) of the Exchange Act) immediately following the Expiration Time and (ii) pay for all such shares (subject to any applicable Tax withholding pursuant to Section 3.2(h)) as soon as practicable after the Expiration Time. The Offer Price payable in respect of each share of Company Common Stock pursuant to the preceding sentence shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions of this Agreement. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer upon the expiration of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.”
Offer Closing. The Offer Closing shall have occurred; provided, that this condition shall be deemed satisfied with respect to Parent and Purchaser if Purchaser shall have failed to purchase Shares pursuant to the Offer in breach of its obligations under this Agreement.
Offer Closing. Merger Sub shall have previously accepted for payment and paid the depository for all Shares validly tendered and not validly withdrawn pursuant to the Offer.
Offer Closing. 5 Section 1.7 Repayment of Funded Debt, Release of Liens................................................... 5
Offer Closing. The closing of the Offer (the "Offer Closing") will take place immediately prior to the Offer Closing Time upon the satisfaction or waiver of the Offer Conditions at the offices of Smitx Xxxmx
Offer Closing. Merger Sub shall have accepted for payment all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer.
Offer Closing. On the terms of this Agreement and subject to the satisfaction or, to the extent waivable by Parent or Merger Sub, waiver of the Offer Conditions, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of Tax pursuant to Section 1.1(g)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the Expiration Date of the Offer. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.”
Offer Closing. “Offer Closing” is defined in Section 1.1(f) of the Agreement.
Offer Closing. Subject solely to the satisfaction or waiver by Parent in accordance with Section 1.1(b) hereof of the Tender Offer Conditions, Parent shall, as soon as possible after the expiration of the Offer (and in any event within three (3) business days), accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer (the time at which immediately available funds are irrevocably deposited by Parent with the depositary for payment for all Shares in an amount sufficient to pay the aggregate Offer Price for all Shares validly tendered and not withdrawn pursuant to the Offer (excluding Shares validly tendered pursuant to a subsequent offering period in accordance with Rule 14d-11 under the Exchange Act) being referred to as the “Offer Closing”). The date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Parent shall have on a timely basis the cash necessary to purchase any Shares that Parent becomes obligated to purchase pursuant to the Offer in order to consummate the Offer Closing.
Offer Closing. Merger Sub (or Parent on Merger Sub’s behalf) shall have accepted for payment and paid for all of the Company Common Shares validly tendered pursuant to the Offer and not validly withdrawn.
