Purchase of Company Common Stock. Parent or Merger Sub shall have accepted for payment and paid for shares of Company Common Stock pursuant to the Offer in accordance with the terms of this Agreement except that this condition shall not be a condition to Parent’s and Merger Sub’s obligation to effect the Merger if the Tender Offer Conditions shall have been satisfied at the Expiration Date and Parent or Merger Sub shall have failed to purchase the shares of Company Common Stock pursuant to the Offer in breach of their obligations under this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rare Hospitality International Inc), Agreement and Plan of Merger (Pyramid Breweries Inc), Agreement and Plan of Merger (Darden Restaurants Inc)
Purchase of Company Common Stock. Parent or Merger Sub shall have accepted for payment and paid for purchased pursuant to the Offer all shares of Company Common Stock pursuant to the Offer in accordance with the terms of this Agreement except duly tendered and not withdrawn; provided, however, that this condition shall not be a condition to Parent’s and Merger Sub’s obligation to effect the Merger if the Tender Offer Conditions shall have been satisfied at the Expiration Date and neither Parent or nor Merger Sub shall be entitled to rely on the condition in this clause (b) if either of them shall have failed to purchase the shares of Company Common Stock pursuant to the Offer in breach of their obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp)
Purchase of Company Common Stock. Parent or Merger Sub shall have accepted for payment and paid for shares of Company Common Stock pursuant to the Offer in accordance with the terms of this Agreement Agreement. except that this condition shall not be a condition to Parent’s and Merger Sub’s obligation to effect the Merger if the Tender Offer Conditions shall have been satisfied at the Expiration Date and Parent or Merger Sub shall have failed to purchase the shares of Company Common Stock pursuant to the Offer in breach of their obligations under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Viasys Healthcare Inc), Agreement and Plan of Merger (Cardinal Health Inc)
Purchase of Company Common Stock. Parent or Merger Sub shall have accepted for payment and paid for shares of Company Common Stock pursuant to the Offer Offer, in accordance with the terms of this Agreement Agreement, except that this condition shall not be a condition to Parent’s and Merger Sub’s obligation to effect the Merger if the Tender Offer Conditions shall have been satisfied at the Expiration Date and Parent or Merger Sub shall have failed to purchase the shares of Company Common Stock pursuant to the Offer in breach of their obligations under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adams Respiratory Therapeutics, Inc.)
