Common use of Subsequent Offering Period Clause in Contracts

Subsequent Offering Period. After the Acceptance Time, if necessary to reach the Short-Form Threshold (assuming full exercise of the Top-Up Option), Merger Sub may (but shall not be required to), and the Offer Documents shall reserve the right to, extend the Offer for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of not less than 3 or more than 20 business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act). Subject to the terms and conditions of this Agreement and the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) immediately accept for payment, and promptly pay for, all Company Shares validly tendered pursuant to the Offer during such subsequent offering period. The Offer Price payable in respect of each Company Share validly tendered in such subsequent offering period shall be paid without interest, net to the holder thereof in cash, subject to reduction only for any applicable U.S. federal income Tax withholding, back-up withholding or other applicable Tax withholdings.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)

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Subsequent Offering Period. After the Acceptance Time, if necessary to reach the Short-Form Threshold (assuming full exercise of the Top-Up Option), Merger Sub may (but shall not be required to), and the Offer Documents shall reserve the right to, extend the Offer provide for a subsequent offering period period” (and one or more extensions thereof) in accordance with within the meaning of Rule 14d-11 under the Exchange Act Act) of not less than 3 or three (3) nor more than 20 twenty (20) business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under immediately following the Exchange Act)expiration of the Offer. Subject to the terms and conditions of this Agreement and the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) immediately accept for payment, and promptly pay for, all Company Shares validly tendered and not withdrawn pursuant to the Offer as so extended by such subsequent offering period, promptly after any such Company Shares are tendered during such subsequent offering periodperiod in accordance with Rule 14e-1(c) under the Exchange Act. The Offer Price payable in respect of each Company Share validly tendered in and not withdrawn pursuant to the Offer, as so extended by such subsequent offering period period, shall be paid without interest, net to the holder thereof in cash, subject to reduction only for any applicable U.S. federal income Tax withholding, withholding or back-up withholding or other applicable Tax withholdingsTaxes payable by such holder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Spectralink Corp), Agreement and Plan of Merger (Polycom Inc)

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