PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER Sample Clauses

PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. The first purpose of the Offer is to provide the Offerors with majority control of the Preferred B shares, thereby obtaining priority interest in the Oil Assets in the event of liquidation, distribution, merger or sale of the Oil Assets. Another purpose of the Offer is to provide liquidity in the form of a cash offer to the Preferred B shareholders, based on the fact that there has been an extremely limited market developed for the Preferred B shares, and the last trades were at a price of approximately $1 per share. As set out above under “Determination of share price,” the determination of the Purchase Price was based on our determination that the offered Purchase Price is (a) approximately 80% of the net reserve value of our Oil Assets, discounted at 10% to present value, plus the cash assets allocated to the Preferred B shares, (b) approximately twice the book value, and (c) approximately three times the last trade value in 2004, divided where appropriate, by the 540,659 Preferred B shares to yield a value of $3 per share, our Offer. This Offer will enable the Preferred B shareholder to obtain the Purchase Price without further cost or commission. The Offerors believe that the Offer is mutually beneficial in providing liquidity to the remaining Preferred B shareholders who have a very limited market and transferring to Offerors a greater ownership share of the Oil Assets. If we are successful in this Offer in obtaining a majority of the Preferred B shares, we intend to seek to separate these Oil Assets from Xxxxx, and its attendant public company expenses. We cannot give any assurances that we will be successful in executing our plans. However, while the Preferred B shares have a priority beneficial interest in the Oil Assets, superior in interest to any other class of Xxxxx shares, the Oil Assets are nevertheless owned by Xxxxx and their ultimate disposition, if any, will be determined by Xxxxx’x Board of Directors. According to Xxxxx’x Amended Articles of Incorporation, the Preferred B Shareholders are the only class of shares entitled to vote on the sale or liquidation of the Oil Assets. If this Offer is successful, Offerors will likely control a majority of the Preferred B shares and thus, a controlling beneficial interest in the Oil Assets. The current operations of Xxxxx consist almost entirely of the Oil Assets. The only oil and natural gas assets over which the Preferred B shareholders do not have a priority beneficial interest are the Xxxxxx L...
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PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. The Company seeks to reduce the administrative burden associated with having a significant number of holders of a small number of shares. The Offer also may result in the Company having fewer than 300 holders of record of its Common Stock, which would enable the Company to terminate its SEC Reporting Obligations and continue future operations as a non-reporting company, thereby relieving the Company of the costs and administrative burdens associated with operating as a company subject to SEC Reporting Obligations. See "Special Factors." Our board of directors, including a special committee of the independent members of the board of directors, has approved the Offer. However, neither we nor any member of our board of directors, the Secretary or the Depositary makes any recommendation to you as to whether you should tender or refrain from tendering your shares. You must make your own decision as to whether to tender your shares. Shares we acquire pursuant to the Offer will become unissued shares. Except as otherwise disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations that relate to or would result in: _ any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries; _ any purchase, sale or transfer of an amount of our assets or any of our subsidiaries' assets which is material to us and our subsidiaries, taken as a whole; _ any material change in our present board of directors or management or any plans or proposals to change the number or the terms of directors (although we may fill the existing vacancy and any other vacancies arising on the board of directors) or to change any material term of the employment contract of any executive officer; _ any material change in our present dividend rate or policy, our indebtedness or capitalization, corporate structure or business; _ the termination or suspension of our obligation to file reports under Sections 13(a) or 15(d) of the Exchange Act; _ the acquisition or disposition by any person of our securities; or _ any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us. Nothing in this Offer will preclude us from pursuing, developing or engaging in future plans, proposals or negotiations that relate to or would result in one or more of the foregoing events, subject to applicable law.
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PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. Con Xxxxxx is making the Offer because it believes that it would be economically attractive to Con Edison to purchase the Shares with funds from the issuance of its subordinated debentures, interest payments on which, unlike dividends paid on preferred stock, are deductible by Con Xxxxxx for federal income tax purposes. As described under "Source and Amount of Funds," $600 million of Con Edison debt securities, including subordinated debentures, are registered under the Securities Act of 1933 for sale by Con Edison from time to time. The Offer provides shareholders an opportunity to sell their Shares without the usual transaction costs associated with a market sale. After the consummation of the Offer, Con Edison may determine to purchase additional Shares on the open market, in privately negotiated transactions, through one or more tender offers or otherwise. Any such purchases may be on the same terms as, or on terms which are more or less favorable to holders of Shares than, the terms of the Offer. However, Rule 13e-4(f)(6) under the Exchange Act prohibits Con Edison and its affiliates from 13 purchasing any Shares of a Series of Preferred, other than pursuant to the Offer, until at least ten business days after the Expiration Date with respect to that Series of Preferred. Any future purchases of Shares by Con Edison would depend on many factors, including the market price of the Shares, Con Xxxxxx's business and financial position, restrictions on Con Xxxxxx's ability to purchase Shares imposed by law or by New York Stock Exchange listing requirements and general economic and market conditions. Shareholders are not under any obligation to tender Shares pursuant to the Offer. The Offer does not constitute notice of redemption of any Series of Preferred pursuant to Con Xxxxxx's Restated Certificate of Incorporation, nor does Con Edison intend to effect any such redemption by making the Offer. The Offer does not constitute a waiver by Con Edison of any option it has to redeem Shares. In accordance with Con Edison's Restated Certificate of Incorporation, Con Edison is required to redeem its Cumulative Preferred Stock ($100 par value), 6 1/8% Series J (the "Series J Preferred") on August 1, 2002, and to redeem 25,000 Shares of its Cumulative Preferred Stock ($100 par value), 7.20% Series I (the "Series I Preferred") on May 1 of each year in the five-year period commencing with the year 2002 and to redeem the remaining Series I Shares on May 1, 2007, in each...
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PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. Beginning in December 2000, the Company's board of directors undertook a comprehensive evaluation of strategic alternatives to maximize shareholder value. McDonald Investments, Inc. was retained to advise the board in that effort. A variety of alternatives were considered, including a sale of the Company and a merger of the Company with other public or private oil and gas companies to create a larger enterprise with a higher market capitalization and larger public float. A number of potential buyers or merger partners for the Company were identified and contacted and several of the companies contacted reviewed information and provided preliminary indications of interest to the Company. No offer was made by a financially capable buyer. When the process of assessing alternatives to maximize shareholder value was commenced, market and economic conditions were quite favorable. Oil and gas prices were very high at year end 2000. Since that time, conditions have deteriorated significantly. Gas prices in the Rocky Mountain region have declined substantially and are lower than those in other producing areas of the country. However, the Company believes that oil and gas prices in the Rocky Mountain region should improve, both in absolute terms and in relation to prices in other parts of the country, during the 2002 - 2003 winter heating season. The Company continues to be interested in a transaction that would provide liquidity to all of its shareholders, and McDonald Investments, Inc. is still advising the board in that connection. However, there is no currently pending proposal for such a transaction. Accordingly, in order to provide an opportunity for liquidity to its shareholders at volume levels that have not historically been available in the market, the board determined that the Company should offer to purchase up to 1,500,000 shares at a modest premium to the market price of the stock. In the first ten months of 2002, a total of 2,098,400 shares of the Company's common stock were traded, an average of approximately 10,872 shares per trading day. At this level, it would be difficult for our shareholders to sell 1,500,000 shares within the foreseeable future without having a negative impact on the market price of the stock. To illustrate, on October 24, 2002, a total of 300,500 shares traded in a single trading day. The Company's stock opened at $1.25 per share, traded as low as $0.75 per share, and recovered to close at $1.15 per share. The purpose of the of...
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PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. Purpose of the Offer. We are making the offer for two reasons. First, we want to offer our shareholders the opportunity to sell some or all of their shares on a basis that is more favorable than probably could be achieved in the public market. As indicated in Section 6 above, the number of shares we are offering to purchase is approximately six hundred ninety-eight (698) times the average daily trading volume of our shares traded on the Nasdaq Small Cap Market during the three months ended June 30, 2002, and the price we are offering to pay represents a premium of fifty-two percent (52)% to the closing price on August 16, 2002. We do not believe that the public market could absorb nearly the quantity of shares that we are offering to purchase. Even if buyers could be found for such a large number of shares, the prevailing market prices would, in all likelihood, decline significantly. We believe that the offer allows our shareholders to achieve liquidity that would not otherwise be available. It also allows them to effect a sale of their shares without incurring the usual commission and other transaction costs associated with open-market sales. Second, we believe that the offer represents a good investment opportunity for the Company and its continuing shareholders. If the Company had repurchased 3,000,000 shares for the price we are offering as of June 30, 2001, and had financed this purchase on the terms contemplated by the loan commitments we have received for the offer, our pro forma earnings per share for the fiscal year ended June 30, 2001 would have been $.42 per share, as compared to the $.29 per share actually reported for that year. Management does not believe that a similar increase in earnings per share could be achieved by spending the estimated $10,750,000 aggregate of purchase price and transaction costs in the offer for acquisitions or other expansion measures. Accordingly, we believe that the offer represents the best use of the Company's available cash and borrowing capacity to increase earnings per share and overall value for our continuing shareholders. Each shareholder must make his, her or its own decision as to the value of the shares and relative benefits, in light of his, her or its own financial position and investment objectives, of tendering in the offer or retaining the shares for the possibility of increased value in the future. The Board of Directors has approved this offer but makes no recommendation as to whether any shareho...
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PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. This Offer to Purchase includes by reference the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2000, and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2000, which include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), that involve certain risks and uncertainties. Discussions containing such forward-looking statements may be found in such reports. Those forward-looking statements were made as of the date of the incorporated report. The safe harbor for foward-looking statements provided by the Private Securities Litigation Reform Act does not apply to statements made solely in connection with this tender offer. The Board of Directors believes that the purchase of Shares pursuant to the Offer constitutes an attractive investment at this time without affecting adversely any possible capital requirements that might be anticipated in the next 12 months. The Board of Directors took into account that the purchase of 700,000 Shares will represent the retirement of approximately 13.8% of its outstanding Shares at an aggregate cost of approximately $21,000,000 (before transaction fees and other expenses) if the Offer is fully subscribed and the purchase of Shares is made at the maximum per Share price. The purchase of Shares in the Offer will be financed using internally-generated funds. Xxxxxxx Xxxxxxxxxxxx, the Company's Chairman and Chief Executive Officer, together with his wife and minor son (collectively, "Lichtensteins"), as a group beneficially own an aggregate of 724,550 Shares representing approximately 14.2% of the outstanding Shares assuming the exercise by Xx. Xxxxxxxxxxxx'x wife of her currently exercisable options. The Lichtensteins have advised the Company that they do not intend to tender any Shares pursuant to the Offer. If the Company purchases 700,000 Shares pursuant to the Offer, then after the purchase of such Shares, the Lichtensteins would own beneficially approximately 16.5% of the outstanding Shares, assuming the exercise by Xx. Xxxxxxxxxxxx'x wife of her currently exercisable options. The Company has been advised that none of its other directors or executive officers, and the Company has not been advised that any of its affiliates, intends to tender any Shares pursuant to the Offer. See Section 11. In addition to the Lichtensteins,...
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PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. On August 11, 2000, our Board of Directors approved our repurchase of up to 1,000,000 shares of our Common Stock. From the approval of that share buyback to June 11, 2001, we have repurchased approximately 284,000 shares of our Common Stock in open market transactions and remain significantly short of our initial buyback goal. Restrictions on company buybacks and the relatively thin trading volume of our stock have limited the quantity of shares we have been able to purchase during portions of the buyback period. On June 11, 2001 our board of directors approved this offer. PURPOSE OF THE OFFER. We are making this offer because our board of directors believes that, given our business, assets and prospects and the current market price of the shares, the purchase of the shares pursuant to the offer is an attractive investment for Fashionmall. We have sufficient resources, in available cash, to fund the amount required to purchase shares under the offer and pay related expenses. In addition, we believe the offer may be attractive from the perspective of our shareholders: o The offer provides shareholders who are considering a sale of all or a portion of their shares the opportunity to sell their shares pursuant to the offer for cash without the usual transaction costs associated with market sales. o Any odd lot holders whose shares are purchased pursuant to the offer not only will avoid the payment of brokerage commissions for their sale of shares directly to Fashionmall, but also will avoid any applicable odd lot discounts payable on sales of odd lots. o The offer also may give shareholders the opportunity to sell their shares at the Purchase Price which may be greater than market prices prevailing immediately prior to the announcement of the offer. o The offer will provide an opportunity of cash liquidity to shareholders by allowing them to sell a substantial portion of their stock, while allowing those shareholders who do not wish to sell at the offer price to elect not to do so.
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PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER. Some of the information presented in the Offer, including the following discussion, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), that involve certain risks and uncertainties. Discussions containing such forward-looking statements may be found in the material set forth below and in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2000, which is incorporated by reference herein, as well as in the Offer generally. Without limiting the foregoing, the words "believes," "anticipates," "plans," "excepts," and similar expressions are intended to identify forward-looking statements. The Company's actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors including, but not limited to, uncertainties regarding continued market acceptance of the Company's products, competition, the Company's relationship with its principal customer, the consistent availability of raw materials, and risks associated with the Company's Central American operations, as well as those identified in the incorporated report under the heading "Risk Factors". These forward-looking statements are made as of the date of the incorporated report or Offer, and the Company assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ materially from those anticipated in such forward-looking statements. The Board of Directors believes that the purchase of Shares pursuant to the Offer constitutes an attractive investment at this time without affecting adversely any possible capital requirements that might be anticipated in the next 12 months. The Board of Directors took into account that the purchase of 700,000 Shares will represent the retirement of approximately 13.8% of its outstanding Shares at an aggregate cost of approximately $21,000,000 (before transaction fees and other expenses) if the Offer is fully subscribed and the purchase of Shares is made at the maximum per Share price. The purchase of Shares in the Offer will be financed using internally-generated funds. Xxxxxxx Xxxxxxxxxxxx, the Company's Chairman and Chief Executive Officer, together with his wife and minor son (collectively, "Lichtensteins"), as a group beneficially own an aggregate of 724,550 Shares representing approximate...
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Related to PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER

  • CERTAIN CONDITIONS OF THE OFFER Annex A to the Merger Agreement provides that notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) Purchaser's rights to extend the Offer under certain circumstances (subject to the provisions of the Merger Agreement), Purchaser shall not be required to accept for payment or, subject to the applicable rules and regulations of the Commission, pay for, and may delay the acceptance for payment of or, subject to the applicable rules and regulations of the Commission, payment for, any Shares tendered pursuant to the Offer, and may terminate the Offer and not accept for payment any Shares, if (x) any applicable waiting period under the HSR Act has not expired or terminated prior to the expiration of the Offer, (y) the Minimum Condition has not been satisfied or (z) at any time on or after the date of the Merger Agreement and before the time of acceptance of Shares pursuant to the Offer, any of the following events shall have occurred: (a) there shall be any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, or deemed applicable, pursuant to an authoritative interpretation by or on behalf of a Governmental Entity, to the Offer or the Merger, that (i) prohibits or imposes any material limitations on Parent's or Purchaser's ownership or operation (or that of any of their respective subsidiaries or affiliates) of all or a portion of their or the Company's businesses or assets, or to compel Parent or Purchaser or their respective subsidiaries and affiliates to dispose of or hold separate any portion of the business or assets of the Company or Parent and their respective subsidiaries, which prohibition, limitation, disposition or hold separate obligation could reasonably be expected to have a Material Adverse Effect on Parent, (ii) restrains or prohibits the making or consummation of the Offer or the Merger or the performance of any of the other transactions contemplated by the Merger Agreement, (iii) imposes material limitations on the ability of Purchaser, or renders Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer and the Merger, or (iv) imposes material limitations on the ability of Purchaser or Parent effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by it on all matters properly presented to the Company's stockholders; or (b) (i) the Company Board (or any committee thereof) shall have withdrawn, modified or changed in any adverse manner to Parent and Purchaser or failed to reconfirm upon the request of Parent, its approval or recommendation of the Offer, the Merger, or the Merger Agreement, or shall have endorsed, approved or recommended any other Takeover Proposal or (ii) the Company shall have entered into any agreement with respect to any Superior Proposal pursuant to the provision described in clause (iv) under the heading "Termination; Fees" in Section 12 hereof; or 29

  • Terms of the Offer Upon the terms and subject to the conditions of the Offer, the Purchasers will accept for payment and pay for Shares validly tendered on or prior to the Expiration Date and not withdrawn in accordance with Section 4 of this Offer to Purchase. The term “Expiration Date” shall mean 11:59 p.m., Pacific Time, on September 30, 2011, unless and until the Purchasers shall have extended the period of time for which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date on which the Offer, as so extended by the Purchasers, shall expire. The Offer is conditioned on satisfaction of certain conditions. See Section 13, which sets forth in full the conditions of the Offer. The Purchasers reserve the right (but shall not be obligated), in their sole discretion and for any reason, to waive any or all of such conditions. If, by the Expiration Date, any or all of such conditions have not been satisfied or waived, the Purchasers reserve the right (but shall not be obligated) to (i) decline to purchase any of the Shares tendered, terminate the Offer and return all tendered Shares to tendering Shareholders, (ii) waive all the unsatisfied conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, (iii) extend the Offer and, subject to the right of Shareholders to withdraw Shares until the Expiration Date, retain the Shares that have been tendered during the period or periods for which the Offer is extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the expiration of the Offer, if all conditions are either satisfied or waived, the Purchasers will promptly pay for all validly tendered Shares upon confirmation from the REIT that you own the Shares, and the Purchasers do not intend to imply that the foregoing rights of the Purchasers would permit the Purchasers to delay payment for validly tendered Shares following expiration. The Purchasers do not anticipate and have no reason to believe that any condition or event will occur that would prevent the Purchasers from purchasing tendered Shares as offered herein. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in Washington, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. However, by so doing, you are not waiving any of your rights under the federal securities laws or any rule or regulation thereunder.

  • TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.

  • Terms of the Offering We may advise you orally or by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire”) of the particular method and supplementary terms and conditions of any Offering (including the price or prices at which the Securities initially will be offered by the several Underwriters, or if the price is to be determined by a formula based on market price, the terms of the formula, (the “Offering Price”) and any Selling Concession or, if applicable, Reallowance) in which you are invited to participate. Any such Wire may also amend or modify such provisions of this Master SDA in respect of the Offering to which such Wire relates, and may contain such supplementary provisions as may be specified in any Wire relating to an Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such supplementary terms and conditions shall supersede any provision of this Master SDA. Unless otherwise indicated in any such Wire, acceptances and other communications by you with respect to an Offering should be sent pursuant to the terms of Section 19 hereof. Notwithstanding that we may not have sent you a Wire or other form of invitation to participate in such Offering or that you may not otherwise have responded by wire or other written communication (any such communication being deemed “In Writing”) to any such Wire or other form of invitation, you will be deemed to have accepted the terms of our offer to participate as a Selected Dealer and of this Master SDA (as amended, modified or supplemented by any Wire) by your purchase of Securities or otherwise receiving and retaining an economic benefit for participating in the Offering as a Selected Dealer. We reserve the right to reject any acceptance in whole or in part. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters may be subject to the approval of all legal matters by counsel and may be subject to the satisfaction of other conditions. Any application for additional Securities will be subject to rejection in whole or in part.

  • Conditions of the Offer Notwithstanding any other term of the Offer, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or to pay for any Units tendered if all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall not have been filed, occurred or been obtained prior to the Expiration Date. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser (which is an affiliate of the General Partner) will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date, any of the following conditions exists:

  • Termination of Offer In the event that this Agreement is terminated pursuant to Section 8.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and, in any event, within 24 hours of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares to the registered holders thereof.

  • Consummation of Offer Purchaser (or Parent on Purchaser’s behalf) shall have accepted for payment all of the Shares validly tendered pursuant to the Offer and not validly withdrawn.

  • Description of the Offering This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

  • CONDITIONS TO THE OFFER The obligation of Purchaser to accept for payment, and pay for, Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser shall not 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:

  • Suspension or Termination of Offering The Dealer Manager agrees, and will require that each of the Participating Dealers agree, to suspend or terminate the offering and sale of the Primary Shares upon request of the Company at any time and to resume offering and sale of the Primary Shares upon subsequent request of the Company.

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