Offer Conditions. “Offer Conditions” is defined in Section 1.1(b) of the Agreement.
Offer Conditions. Notwithstanding any other provisions of the Offer and in addition to Merger Sub’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Agreement and applicable Law, neither Parent nor Merger Sub shall be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) under the Exchange Act, pay for any Shares validly tendered and not validly withdrawn, if:
Offer Conditions. Subject to the rights and obligations of Merger Sub to extend and/or amend the Offer in accordance with the terms and conditions of the Agreement, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act), pay for any tendered Company Shares, and Merger Sub may (and Parent may cause Merger Sub to) delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act) the payment for, any Company Shares that are validly tendered in the Offer (and not validly withdrawn) prior to the scheduled expiration of the Offer, in the event that:
Offer Conditions. “Offer Conditions” shall have the meaning set forth in Section 1.1(b).
Offer Conditions. This Agreement and your continued employment with the Company are conditioned on you accepting and returning a signed copy of this Agreement. This Agreement is also conditioned on: (a) you not being subject to any confidentiality, non-competition, or any other similar type of restriction that may affect your ability to perform your work at the Company; and (b) you not having been debarred, or having received notice of any action or threat with respect to debarment, under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. 335(a) or any similar legislation applicable in the US or in any other country where the Company intends to develop its activities. By signing this Agreement, you represent and warrant that you are not subject to any such limitations or restrictions.
Offer Conditions. The Offer and the contracts which come into existence as a result of its acceptance by the AKASOL Shareholders are subject to the following conditions (the “Offer Conditions”): [Note: Set of regulatory conditions depends on the outcome of the currently ongoing regulatory analysis and may be amended as required.]
Offer Conditions. Notwithstanding any other provisions of the Offer or the Agreement, Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any tendered shares of Company Common Stock unless:
Offer Conditions. The Offer Conditions (as defined in the Acquisition Agreement (as of July 1, 2014)) shall have been satisfied or (subject to the following) waived in accordance with the terms and conditions of the Acquisition Agreement (as of July 1, 2014), and no provision of the Acquisition Agreement or any other Acquisition Document (including such Offer Conditions) shall have been waived, amended, supplemented or otherwise modified, and no consent or request by the Borrower or any of its Subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders without each Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Without limiting the foregoing, it is understood that any modification or waiver of the Minimum Condition (as defined in the Acquisition Agreement) under the Tender Offer Documents shall be considered materially adverse to the interests of the Lenders.
Offer Conditions. The Offer and the Merger shall be consummated substantially concurrently with the funding of the Loans in accordance with the MWI Acquisition Agreement without giving effect to any amendments, modifications, supplements or waivers thereto or consents thereunder (including, for the avoidance of doubt, with respect to the Offer Conditions) that are materially adverse to the Lenders or MLPFS without MLPFS’ prior written consent (not to be unreasonably withheld, conditioned or delayed), it being understood and agreed that (i) any increase in the Offer Price since January 11, 2015 shall be deemed to be materially adverse to the interests of the Lenders and MLPFS, unless such increase (x) does not exceed 10% in the aggregate or (y) is funded solely with equity or cash on hand of the Borrower, (ii) any decrease in the Offer Price since January 11, 2015 in excess of 10% in the aggregate shall be deemed to be materially adverse to the interests of the Lenders or MLPFS, (iii) any decrease in the Offer Price since January 11, 2015 of less than 10% in the aggregate shall be deemed to be materially adverse to the interests of the Lenders or MLPFS, unless such decrease in the Offer Price shall reduce dollar-for-dollar the commitments in respect of the Bridge Facility and (iv) any waiver or modification of the Minimum Tender Condition shall be deemed to be materially adverse to the Lenders.
Offer Conditions. The conditions specified in Exhibit 2.1 shall have been satisfied or waived.
