Common use of Tender Offer Clause in Contracts

Tender Offer. Prior to the Closing Date, as soon as is reasonably practicable after receipt by the Parent from the Company of all financial and other information required in the Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”), the Parent shall commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase up to 4,750,000 of the outstanding Parent Ordinary Shares sold in its IPO (the “Share Tender Offer”) for cash in accordance with the Parent Charter and the IPO Prospectus. In accordance with the Parent Charter and the IPO Prospectus, the proceeds held in the Trust Account will be used for the purchase of the Parent Ordinary Shares validly tendered in the Share Tender Offer. In connection therewith, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Schedule TO, which shall contain or shall incorporate by reference an offer to purchase and forms of the letter of transmittal and such other required documents (collectively, the “Offer Documents”) for the purpose of conducting the Share Tender Offer. The Company shall furnish to the Parent all information concerning the Target Companies, including a description of their respective businesses, management, operations and financial condition, required to be set forth in the Offer Documents. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior to their filing with the SEC. The Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Offer Documents and shall otherwise use commercially reasonable efforts to complete the SEC review process as promptly as practicable. The Parent shall promptly distribute the completed Offer Documents to the holders of its Parent Ordinary Shares and subject to the other provisions of this Agreement and applicable Laws and SEC regulations, purchase the Parent Ordinary Shares validly tendered to the Parent pursuant to the Share Tender Offer. The Parent may, without the consent of the Company, extend the Share Tender Offer for any period required by any rule, regulation or interpretation of the SEC or its staff applicable to the Share Tender Offer.

Tender Offer. Prior (a) The Company shall cause the commencement (as such term is defined in Rule 13e-4(a)(4) under the Exchange Act) of the Tender Offer to purchase 37,037,037 shares of Common Stock, at a price per share equal to $27, net to the Closing Dateseller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07. Subject to the provisions hereof, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if the Offer Conditions shall not have been satisfied, so long as soon as is reasonably practicable after receipt by this Agreement shall remain in effect. (b) On the Parent from date of commencement of the Tender Offer, the Company of all financial and other information required in shall file with the SEC an Issuer Tender Offer Statement on Schedule TO 13E-4 with respect to the Tender Offer (together with all amendments and supplements thereto, the “Schedule TO”"Tender Offer Statement"), the Parent which shall commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender contain an offer to purchase up and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to 4,750,000 which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the outstanding Parent Ordinary Shares sold Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in its IPO (an amendment or supplement to the “Share Tender Offer”) for cash in accordance with the Parent Charter and the IPO Prospectus. In accordance with the Parent Charter and the IPO ProspectusOffer Documents, the proceeds held in the Trust Account Company will be used for the purchase of the Parent Ordinary Shares validly tendered in the Share Tender Offer. In connection therewith, the Parent shall prepare and file with the SEC under and disseminate to its stockholders such an amendment or supplement. (c) The Company shall give Purchaser and its counsel the Exchange Actopportunity to review the Offer Documents prior to their being filed with the SEC and shall give Purchaser and its counsel the opportunity to review all amendments and supplements to the Offer Documents and all responses to requests for additional information and replies to comments prior to their being filed with, and with all other applicable regulatory bodiesor sent to, the Schedule TO, which shall contain or shall incorporate by reference an offer to purchase and forms of the letter of transmittal and such other required documents (collectively, the “Offer Documents”) for the purpose of conducting the Share Tender OfferSEC. The Company shall furnish notify Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Parent Offer Documents or for additional information and shall supply Purchaser and its counsel with copies of all information concerning correspondence between the Target CompaniesCompany or any of its representatives, including on the one hand, and the SEC or its staff, on the other hand, with respect to the Offer Documents. (d) The Offer Documents will not, on the date filed with the SEC and as of the date first published, sent or given to the Company's stockholders, contain any untrue statement of a description of their respective businesses, management, operations and financial condition, material fact or omit to state any material fact required to be set forth stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading except that no representation is made by the Company with respect to statements made therein based on information concerning Purchaser or its Affiliates supplied in writing by Purchaser or any of its Affiliates specifically for inclusion in the Offer Documents. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior will comply as to their filing form in all material respects with the SEC. The Parent, with the assistance provisions of the Company, shall promptly respond to any SEC comments on Exchange Act and the Offer Documents rules and shall otherwise use commercially reasonable efforts to complete the SEC review process as promptly as practicableregulations thereunder. The Parent shall promptly distribute the completed Offer Documents to the holders of its Parent Ordinary Shares and subject to the other provisions of this Agreement and applicable Laws and SEC regulations, purchase the Parent Ordinary Shares validly tendered to the Parent pursuant to the Share Tender Offer. The Parent may, without the consent of the Company, extend the Share Tender Offer for any period required by any rule, regulation or interpretation of the SEC or its staff applicable to the Share Tender Offer.SECTION 8.08

Tender Offer. Prior to the Closing Date, as soon as is reasonably practicable after receipt by the Parent from If the Company Requisite Vote shall not have been obtained at the Shareholders Meeting or any adjournment or postponement thereof permitted hereunder, then Parent, Merger Sub or any of all financial and other information required in their Affiliates may at any time, during the fifteen (15) business day period beginning the business day after date of the Shareholder Meeting or any adjournment or postponement thereof permitted hereunder (the “Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TOCommencement Period”), the Parent shall elect to commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase up to 4,750,000 for 83.958% of the outstanding Parent Ordinary Shares sold in its IPO held by each shareholder of the Company (the a “Share Tender Offer”) for cash in accordance with the Parent Charter ). Such Tender Offer and the IPO Prospectus. In accordance with the Parent Charter and the IPO Prospectus, the proceeds held in the Trust Account will consummation thereof shall be used for the purchase subject to all of the Parent Ordinary Shares validly tendered in the Share Tender Offer. In connection therewith, the Parent shall prepare terms and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Schedule TO, which shall contain or shall incorporate by reference an offer to purchase and forms of the letter of transmittal and such other required documents (collectively, the “Offer Documents”) for the purpose of conducting the Share Tender Offer. The Company shall furnish to the Parent all information concerning the Target Companies, including a description of their respective businesses, management, operations and financial condition, required to be set forth in the Offer Documents. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior to their filing with the SEC. The Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Offer Documents and shall otherwise use commercially reasonable efforts to complete the SEC review process as promptly as practicable. The Parent shall promptly distribute the completed Offer Documents to the holders of its Parent Ordinary Shares and subject to the other provisions conditions of this Agreement and applicable Laws and SEC regulations, purchase the Parent Ordinary Shares validly tendered to the Parent will be conducted pursuant to applicable Law. In the Share event that Parent, Merger Sub or any of their Affiliates elect to commence a Tender Offer, the “Termination Date” hereunder shall be automatically amended without any action of the parties hereto to be the later of (x) March 31, 2007 and (y) the date that is sixty (60) days after the date of commencement of the Tender Offer. The Parent mayIf a Tender Offer is commenced, without (i) the consent Company shall cooperate with Parent, Merger Sub and their Affiliates in connection with the Tender Offer (including by executing any agreements and other documents at the reasonable request of Parent, Merger Sub or any of their Affiliates) and shall provide Parent, Merger Sub and their Affiliates with all information reasonably requested by Parent, Merger Sub or any of their Affiliates in connection with the Tender Offer and (ii) the board of directors of the Company, extend Company shall recommend that the Share Tender Offer for any period required by any rule, regulation or interpretation shareholders of the SEC or its staff applicable to Company tender their Shares into the Share Tender Offer.

Tender Offer. Prior (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred or be existing, within five business days of the date hereof, Purchaser will commence a tender offer (the "Offer") for all of the outstanding Shares that it currently does not directly or indirectly own at a price of $19.50 per Share in cash, net to the Closing Dateseller, subject to the conditions set forth in Annex A hereto. Subject to the terms and conditions of the Offer, Purchaser will promptly pay for all Shares duly tendered that it is obligated to purchase thereunder. The Company's Board of Directors and a majority of the Company's Independent Directors (as soon as is reasonably practicable after receipt by defined in Section 4.2) shall recommend acceptance of the Parent from the Company of all financial and other information required Offer to its stockholders in the Tender Offer a Solicitation/Recommendation Statement on Schedule TO 14D-9 (together with all amendments and supplements theretoas such statement may be amended or supplemented from time to time, the “"Schedule TO”), 14D-9") to be filed with the Parent shall commence Securities and Exchange Commission (under the meaning of Rule 14d-2 under the Exchange Act"SEC") a tender offer to purchase up to 4,750,000 upon commencement of the outstanding Parent Ordinary Shares sold in its IPO Offer; provided, however, that if the Company's Board of Directors or the Special Committee (the “Share Tender Offer”"Special Committee") for cash in accordance with the Parent Charter and the IPO Prospectus. In accordance with the Parent Charter and the IPO Prospectus, the proceeds held in the Trust Account will be used for the purchase of the Parent Ordinary Shares validly tendered in the Share Tender Offer. In connection therewith, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Schedule TO, which shall contain or shall incorporate by reference an offer to purchase and forms of the letter of transmittal and such other required documents (collectively, the “Offer Documents”) for the purpose of conducting the Share Tender Offer. The Company shall furnish to the Parent all information concerning the Target Companies, including a description of their respective businesses, management, operations and financial condition, required to be set forth in the Offer Documents. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior to their filing with the SEC. The Parent, with the assistance composed of the Company's Independent Directors determines that its fiduciary duties require it to amend or withdraw its recommendation, such amendment or withdrawal shall promptly respond to any SEC comments on the Offer Documents and shall otherwise use commercially reasonable efforts to complete the SEC review process as promptly as practicable. The Parent shall promptly distribute the completed Offer Documents to the holders of its Parent Ordinary Shares and subject to the other provisions not constitute a breach of this Agreement and applicable Laws and SEC regulations, purchase the Parent Ordinary Shares validly tendered to the Parent pursuant to the Share Tender OfferAgreement. The Parent mayPurchaser will not, without the prior written consent of the CompanyCompany and the Special Committee, decrease the price per Share or change the form of 2 consideration payable in the Offer, decrease the number of Shares sought or change the conditions to the Offer. Purchaser shall not terminate or withdraw the Offer or extend the Share Tender Offer for any period required by any rule, regulation or interpretation expiration date of the SEC or its staff applicable Offer unless at the expiration date of the Offer the conditions to the Share Tender OfferOffer set forth on Annex A hereto shall not have been satisfied or waived.

Tender Offer. Prior to the Closing DateProvided that this Agreement shall not have been terminated in accordance with ARTICLE X, as soon as is reasonably practicable after receipt by the Parent from the Company of all financial and other information required in the Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”), the Parent shall cause Purchaser to (i) commence (under within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) a tender as promptly as practicable (and, in any event, no later than December 8, 2006) after the date of this Agreement, an offer to purchase up all outstanding Company Shares at the Offer Price, (ii) within the same time period specified in subclause (i) and after affording the Company a reasonable opportunity to 4,750,000 of review and comment thereon, file a Tender Offer Statement on Schedule TO and all other necessary documents with the outstanding Parent Ordinary Shares sold in its IPO Securities and Exchange Commission (the “Share Tender OfferSEC”) for cash in accordance with the Parent Charter ), make all deliveries, mailings and the IPO Prospectus. In accordance with the Parent Charter and the IPO Prospectus, the proceeds held in the Trust Account will be used for the purchase of the Parent Ordinary Shares validly tendered in the Share Tender Offer. In connection therewith, the Parent shall prepare and file with the SEC telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with all other applicable regulatory bodiesthe dissemination requirements of Rule 14d-4 under the Exchange Act, in each case in connection with the Schedule TO, which shall contain or shall incorporate by reference an offer to purchase and forms of the letter of transmittal and such other required documents Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) for and (iii) use reasonable efforts to consummate the purpose of conducting the Share Tender Offer. The Company shall furnish , subject to the Parent all information concerning terms and conditions thereof. Provided that this Agreement shall not have been terminated in accordance with ARTICLE X, the Target Companies, including a description obligation of their respective businesses, management, operations and financial condition, required Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the satisfaction of the conditions set forth in Annex I hereto (the “Tender Offer Conditions”). As used in this Agreement (including the Tender Offer Conditions), the term “Minimum Condition” means the condition that the Company Shares validly tendered in accordance with the terms of the Offer Documentsand not withdrawn, together with any Company Shares then owned by Parent and/or Purchaser, constitute a majority of the Adjusted Outstanding Shares. The “Adjusted Outstanding Shares” means (i) the number of Company and its counsel shall be given an opportunity to review and comment on the Offer Documents Shares outstanding immediately prior to their filing with the SEC. The Parentacceptance of Company Shares for payment pursuant to the Offer, with the assistance of without giving effect to any Company Shares owned by the Company, shall promptly respond plus, at the election of Parent, (ii) an additional number of Company Shares determined by Parent in its sole discretion up to any SEC comments on but not exceeding the Offer Documents aggregate number of Company Shares issuable upon the exercise of (x) all Company Options, (y) rights to acquire Company Shares under the Company ESPP based upon amounts accumulated under the Company ESPP and shall otherwise use commercially reasonable efforts not withdrawn by participants thereof and (z) other rights to complete the SEC review process as promptly as practicable. The Parent shall promptly distribute the completed Offer Documents acquire Company Shares that are outstanding immediately prior to the holders acceptance of its Parent Ordinary Company Shares and subject to the other provisions of this Agreement and applicable Laws and SEC regulations, purchase the Parent Ordinary Shares validly tendered to the Parent for payment pursuant to the Share Tender Offer. The Parent may, without the consent of the Company, extend the Share Tender Offer for any period required by any rule, regulation or interpretation of the SEC or its staff applicable to the Share Tender Offer.

Tender Offer. Prior (i) Provided that this Agreement shall not have been terminated in accordance with Section X hereof, as promptly as practicable (but in no event later than eight (8) business days following the execution and delivery of this Agreement, unless the Company and the Purchaser have otherwise agreed), Purchaser will commence a tender offer (the "Offer") for up to 1,959,886 Shares (representing 75% of the Shares currently outstanding as represented by the Company in Section III.D) at a price of $1.525 per Share, net to the Closing seller in cash (as such Offer may be amended in accordance with the terms of this Agreement) (the "Offer Price"), which Offer shall be subject to the terms and conditions set forth in Annex A hereto (the "Offer Conditions"). The initial expiration date of the Offer shall be the date 20 business days from and including the date (the "Commencement Date") the Offer is commenced (in accordance with the applicable regulations). Purchaser expressly reserves the right, in its sole discretion, to waive any condition and to set forth or change any other term or condition of the Offer, provided that, unless previously approved by the Company in writing, no provision may be set forth or changed which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), or imposes conditions to the Offer in addition to those set forth herein that are materially adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of the Offer, including but not limited to the Offer Conditions and the provisions regarding proration of the Shares to be purchased, it will accept for payment and pay for all Shares validly tendered and not withdrawn that it is obligated to purchase (i.e., if at least 1,959,886 Shares are tendered, then 1,959,886 Shares will be purchased), as soon as it is reasonably practicable after receipt by permitted to do so under applicable law. Purchaser shall have the Parent from the Company of all financial and other information required in the Tender Offer Statement on Schedule TO (together with all amendments and supplements theretoright, the “Schedule TO”), the Parent shall commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase up to 4,750,000 of the outstanding Parent Ordinary Shares sold in its IPO (the “Share Tender Offer”) for cash in accordance with the Parent Charter and the IPO Prospectus. In accordance with the Parent Charter and the IPO Prospectussole discretion, the proceeds held in the Trust Account will be used for the purchase of the Parent Ordinary Shares validly tendered in the Share Tender Offer. In connection therewith, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Schedule TO, which shall contain or shall incorporate by reference an offer to purchase and forms of the letter of transmittal and such other required documents (collectively, the “Offer Documents”) for the purpose of conducting the Share Tender Offer. The Company shall furnish to the Parent all information concerning the Target Companies, including a description of their respective businesses, management, operations and financial condition, required to be set forth in extend the Offer Documents. The Company and its counsel shall be given an opportunity from time to review and comment on time; provided, however, that, without the Offer Documents prior to their filing with the SEC. The Parent, with the assistance written consent of the Company, shall promptly respond to any SEC comments on Purchaser cannot extend the Offer Documents for more than five business days unless applicable laws or regulations so require or a condition which is a prerequisite to fixing the Closing Date has not been satisfied. In addition, the Offer Price may be increased and shall otherwise use commercially reasonable efforts to complete the SEC review process as promptly as practicable. The Parent shall promptly distribute the completed Offer Documents may be extended to the holders of its Parent Ordinary Shares and subject to the other provisions of this Agreement and applicable Laws and SEC regulations, purchase the Parent Ordinary Shares validly tendered to the Parent pursuant to the Share Tender Offer. The Parent may, extent required by law in connection with such increase in each case without the consent of the Company, extend the Share Tender Offer for any period required by any rule, regulation or interpretation of the SEC or its staff applicable to the Share Tender Offer.

Tender Offer. Prior to (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the Closing Dateevents set forth in Annex A hereto (the "Offer Conditions") shall have occurred or be existing, as soon as is reasonably practicable after receipt by within five business days of the Parent from the Company of all financial and other information required in the Tender Offer Statement on Schedule TO (together with all amendments and supplements theretodate hereof, the “Schedule TO”), the Parent shall Merger Sub will commence (under the meaning of Rule 14d-2 under the Exchange Act) a tender offer to purchase up to 4,750,000 (the "Offer") for all of the outstanding Parent Ordinary Shares sold in its IPO shares of common stock, par value $0.01 per share (the “Share Tender Offer”) for cash in accordance with the Parent Charter and the IPO Prospectus. In accordance with the Parent Charter and the IPO Prospectus"Shares"), the proceeds held in the Trust Account will be used for the purchase of the Parent Ordinary Shares validly tendered Company at a price of $4.00 per Share in cash, net to the Share Tender Offer. In connection therewith, the Parent shall prepare and file with the SEC under the Exchange Act, and with all other applicable regulatory bodies, the Schedule TO, which shall contain or shall incorporate by reference an offer to purchase and forms of the letter of transmittal and such other required documents (collectively, the “Offer Documents”) for the purpose of conducting the Share Tender Offerseller. The Company shall furnish obligation of Merger Sub to the Parent all information concerning the Target Companies, including a description of their respective businesses, management, operations accept for payment and financial condition, required to be set forth in the Offer Documents. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents prior to their filing with the SEC. The Parent, with the assistance of the Company, shall promptly respond to pay for any SEC comments on the Offer Documents and shall otherwise use commercially reasonable efforts to complete the SEC review process as promptly as practicable. The Parent shall promptly distribute the completed Offer Documents to the holders of its Parent Ordinary Shares and subject to the other provisions of this Agreement and applicable Laws and SEC regulations, purchase the Parent Ordinary Shares validly tendered to the Parent pursuant to the Share Tender OfferOffer shall be subject only to the satisfaction or waiver of the Offer Conditions. The Parent may, without It is understood and agreed that Merger Sub may from time to time extend the expiration date of the Offer after all of the Offer Conditions have been satisfied or waived for a period of up to thirty (30) business days (or a greater period with the consent of the Company, extend the Share Tender Offer for any period required by any rule, regulation or interpretation ) if it reasonably determines such extension is appropriate in order to enable it to purchase at least 90% of the SEC or its staff applicable outstanding Shares in the Offer. Subject to the Share Tender terms and conditions of the Offer, Parent will promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that it is obligated to purchase thereunder as soon as practicable after the expiration of the Offer. The Company's Board of Directors shall recommend acceptance of the Offer to its stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") upon commencement of the Offer; provided, however, that the Company's Board of Directors may thereafter amend or withdraw its recommendation in accordance with Section 7.2.