Common use of Subsequent Offering Period Clause in Contracts

Subsequent Offering Period. 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 (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three (3) nor more than twenty (20) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) immediately following the 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shall cause Merger Sub to) accept for payment, and pay for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as so extended by any such subsequent offering period, as promptly as practicable after any such shares of Company Common Stock are tendered during such subsequent offering period. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, as so extended by any such subsequent offering period, shall be paid net to the holder thereof in cash without interest, subject to reduction only for any applicable back-up withholding or other Taxes required by Applicable Law to be withheld by the Company or Merger Sub on behalf of such holder.

Subsequent Offering Period. If the Acceptance Time occurs but Parent and Merger Sub may do not own a number of shares of Company Common Stock sufficient to enable Merger Sub to be merged into the Company pursuant to Section 253 of the DGCL (but shall not be required toassuming exercise of the Top-Up Option in full), Merger Sub may, and the Offer Documents shall reserve the right of Merger Sub to, extend the Offer for a provide one or more “subsequent offering period periods” (within the meaning of Rule 14d-11 promulgated under the Exchange Act) for the Offer in compliance with Rule 14d-11 promulgated under the Exchange Act and all other provisions of applicable securities Laws of not less than three (3) nor more than twenty (20) business days (Business Days in the aggregate for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) immediately following the expiration of the Offerall subsequent offering periods. Subject to On the terms and subject to the conditions of set forth in this Agreement and the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) , and Merger Sub shall, accept for payment, payment and pay for, for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as so extended by any such during each subsequent offering period, period as promptly as reasonably practicable after any such shares of Company Common Stock are tendered during such subsequent offering periodperiod and in any event in compliance with Rule 14e-1(c) promulgated under the Exchange Act. The Offer Price payable in respect For the further avoidance of each share of Company Common Stock validly tendered and doubt, the Acceptance Time shall not withdrawn pursuant to the Offer, as so be extended by any such subsequent offering period, shall be paid net to the holder thereof in cash without interest, subject to reduction only for any applicable back-up withholding or other Taxes required by Applicable Law to be withheld by the Company or Merger Sub on behalf of such holderperiods.

Subsequent Offering Period. Merger Sub may (but shall not be required to)Purchaser shall, and the Offer Documents shall reserve the right to, extend the Offer for a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three (3) nor more than twenty (20) business days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) Business Days immediately following the expiration of the Offer; provided, however, that Purchaser shall be entitled, in its discretion and without the consent of the Company or any other Person, to provide for one or more extensions of such subsequent offering period. Subject to the terms and conditions of this Agreement and the Offer, Merger Sub Purchaser shall (and Parent shall cause Merger Sub to) accept for payment, and pay for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer as so extended by any such subsequent offering period, as promptly as practicable after any such shares of Company Common Stock Shares are tendered during such subsequent offering period; provided, however, that with regard to Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, Purchaser shall be under no obligation to make any payment for such shares unless and until such shares are delivered in settlement or satisfaction of such guarantee. The Offer Price payable in respect of each share of Company Common Stock Share validly tendered and not withdrawn pursuant to the Offer, as so extended by any such subsequent offering period, shall be paid net to the holder thereof in cash without interestcash, subject to reduction only for any applicable back-up withholding Taxes or other Taxes required payable by Applicable Law to be withheld by the Company or Merger Sub on behalf of such holder.

Subsequent Offering Period. 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 (within the meaning of Rule 14d-11 under the Exchange Act) of not less than three (3) nor more than twenty (20) business days immediately following the expiration of the Offer provided, however, that in the event that more than eighty percent (for this purpose calculated 80%) of the then outstanding shares of Company Common Stock have been validly tendered and not withdrawn pursuant to the Offer on the applicable expiration date of the Offer (as it may be extended in accordance with Section 14d-1(g)(3) 1.1(c)), Merger Sub shall extend the Offer for a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act) of ten (10) business days immediately following the applicable expiration date of the Offer. Subject to the terms and conditions of the Offer and this Agreement and the OfferAgreement, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment, and pay for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as so extended by any such subsequent offering period, as promptly as practicable after any such shares of Company Common Stock are tendered during such subsequent offering period. The Offer Price Per Share Amount payable in respect of each share of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, as so extended by any such subsequent offering period, shall be paid net to the holder thereof in cash without interestcash, subject to reduction only for any applicable back-up withholding or other Taxes required taxes in accordance with Section 2.8(d) payable by Applicable Law to be withheld by the Company or Merger Sub on behalf of such holder.