Common use of Termination of Offer Clause in Contracts

Termination of Offer. The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 8.1. If this Agreement is terminated pursuant to Section 8.1, the Purchaser shall, and the Parent shall cause the Purchaser to, promptly terminate the Offer and shall not acquire the Shares pursuant thereto. If the Offer is terminated by the Purchaser, or this Agreement is terminated pursuant to Section 8.1 prior to the acquisition of Shares in the Offer, the Purchaser shall promptly (and in any event within two (2) Business Days of such termination) return, or cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares that have not then been purchased in the Offer to the registered holders thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HeartWare International, Inc.), Agreement and Plan of Merger (Ev3 Inc.)

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Termination of Offer. The Except in connection with a valid termination of this Agreement pursuant to Section 8, Purchaser shall not terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if . In the event that this Agreement is terminated pursuant to Section 8.1. If this Agreement is terminated pursuant to Section 8.18, the Purchaser shall, shall (and the Parent shall cause the Purchaser to) promptly (and, promptly in any event, within twenty-four (24) hours of such termination (or the next Business Day if terminated on a non-Business Day)), irrevocably and unconditionally terminate the Offer and shall not acquire the any Shares pursuant theretoto the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated pursuant to Section 8.1 prior to the acquisition of Shares in the Offer, the Purchaser shall promptly (and in any event within two (2) Business Days of such termination) return, or and shall cause any depositary depository acting on behalf of the Purchaser to return, in accordance with applicable LawLegal Requirements, all tendered Shares that have not then been purchased in the Offer to the registered holders thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (J2 Global, Inc.), Agreement and Plan of Merger (Everyday Health, Inc.)

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Termination of Offer. The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 8.1. If this Agreement is terminated pursuant to Section 8.1, the Purchaser shall, and the Parent shall cause the Purchaser to, promptly terminate the Offer and shall not acquire the Shares pursuant thereto. If the Offer is terminated by the Purchaser, or this Agreement is terminated pursuant to Section 8.1 prior to the acquisition of Shares in the Offer, the Purchaser shall promptly (and in any event within two (2) Business Days of such termination) return, or cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares that have not then been purchased in the Offer to the registered holders thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Epolin Inc /Nj/)

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