The Tender Offer. (a) CIG shall (i) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until the twentieth Business Day after such commencement of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” and together with any extension permitted hereunder, the “Tender Offer Expiration Date”). CIG shall be obligated to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provide...
The Tender Offer. (a) Subject to the provisions of this Agreement, the Company and Purchaser will commence the Offer, as promptly as practicable (but in no event earlier than November 1, 2004) after the public announcement (on the date hereof or the following business day) of the execution of this Agreement.
(b) The Offer shall expire at 12:00 midnight, New York City Time, twenty (20) business days following the commencement of the Offer (the "Initial Expiration Date" and together with any extension permitted hereunder, the "Expiration Date"), unless this Agreement is earlier terminated in accordance with Section 8.01 hereof.
(c) The obligation of Purchaser and the Company to commence the Offer and to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the non-waivable condition that pursuant to the Offer, there shall have been validly tendered and not withdrawn before the Offer expires the number of Shares which constitutes at least a majority of the outstanding Shares not beneficially owned by Parent, Purchaser or DNS or their respective affiliates or the directors and executive officers of the Company immediately prior to the expiration of the Offer (the "MOM Condition") and (ii) the other conditions set forth in Exhibit 1.01(c) hereto, any of which conditions, except for the MOM Condition and condition (e) on Exhibit 1.01(c), may be waived exclusively by Purchaser, for itself and on behalf of the Company (which waiver shall be binding on the Company), in Purchaser's sole discretion. Purchaser expressly reserves the right to amend or make changes to the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company (expressed in a resolution adopted by both the Special Committee and the Company's Board of Directors), Purchaser shall not do any of the following: (i) decrease the Offer Price or change the form of consideration to be paid in the Offer, (ii) impose any conditions to the Offer other than the conditions set forth in Exhibit 1.01(c) hereto, (iii) otherwise amend the Offer in a manner that would materially and adversely affect the holders of Shares, (iv) amend or waive the MOM Condition or condition (e) on Exhibit 1.01(c) and (v) decrease the number of Shares to be purchased by Purchaser pursuant to the Offer. Notwithstanding anything in this Agreement to the contrary, without the consent of the Special Committee, Purchaser shall have the right to extend the Offer on beha...
The Tender Offer. Terms of the Offer; Expiration Date..............................................
The Tender Offer. (a) On the date of this Agreement, BR Holdings LLC ("Holdings"), the indirect sole stockholder of Acquisition, is entering into an agreement to acquire 319,168 shares of common stock of the Company ("Common Stock"). Not later than the first business day after the date of this Agreement, Acquisition will make a public announcement of an offer (the "Tender Offer") to purchase any and all of the outstanding Common Stock, other than these 319,168 shares, at a price (the "Tender Offer Price") of $9.25 per share, net to the sellers in cash.
(b) Within five business days after the public announcement of the Tender Offer, Acquisition will file with the Securities and Exchange Commission ("SEC") a Tender Offer Statement on Schedule TO with respect to the Tender Offer (together with any amendments or supplements, the "Schedule TO"), including forms of an offer to purchase, a letter of transmittal and a summary advertisement (the Schedule TO and the documents included in it by which the Tender Offer will be made, as they may be supplemented or amended, being the "Offer Documents"). Promptly after that, Acquisition will communicate the Tender Offer to the record holders and beneficial owners of the Common Stock. Each of Acquisition and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that information becomes incomplete or inaccurate in any material respect, and Acquisition will supplement or amend the Offer Documents to the extent required by the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules under it, file the amended or supplemented Offer Documents with the SEC and, if required, disseminate the amended Offer Documents to the Company's stockholders. The Company and its counsel, and a special committee (the "Special Committee") of the Company's Board of Directors none of the members of which has a direct or indirect ownership interest in Acquisition or Holdings or is a shareholder in, employee of, or otherwise an affiliate of Three Cities Research, Inc. (or any investment fund managed by it) and counsel for the Special Committee will be given a reasonable opportunity to review the Offer Documents and any amendments or supplements to them before they are filed with the SEC or disseminated to the Company's stockholders.
(c) The day on which the Tender Offer expires (the "Expiration Date") will not be earlier than 20 business days, and will not be later than 25 business da...
The Tender Offer. The Shareholder agrees that it will not tender ---------------- more than 2,142,141 Shareholder Shares into the Offer.
The Tender Offer. (a) WMX and the Shareholder shall cause to be ---------------- tendered into the Offer, prior to the expiration or termination of the Offer, 2,142,141 Shares, shall cause such Shares not to be withdrawn from the Offer prior to the expiration or termination of the Offer, and shall not cause more than 2,142,141 Shares to be tendered into the Offer, except to the extent (and only to the extent) that a request is made pursuant to Sections 2.4(b) or (c).
(b) Promptly upon WMX's receipt by telecopier of a written request from Parent and the Company therefor, WMX and the Shareholder shall, subject to the terms hereof, cause to be tendered into the Offer an additional 2,290,478 Shares, or such lesser number of Shares as Parent and the Company may request, accompanied by a letter of transmittal and supplemental letter of transmittal in form reasonably satisfactory to Parent and the Company stating that of the Shares accompanying such instruments the holder thereof is tendering only such number of Shares as is necessary to cause the aggregate number of Shares tendered into and accepted for payment in the Offer to be equal to 13,933,000. WMX and the Shareholder shall cause such number of Shares not to be withdrawn from the Offer prior to the expiration or termination of the Offer.
(c) Provided that Parent and the Company shall have previously made (or they concurrently make) a request pursuant to Section 2.4(b) with respect to 2,290,478 Shares, promptly upon WMX's receipt by telecopier of a written request from Parent and the Company therefor, WMX and the Shareholder shall cause to be tendered into the Offer such number of Repurchased Shares as Parent and the Company shall reasonably estimate is necessary to be tendered in order to cause the aggregate number of Shares tendered into the Offer to be equal to 13,933,000, accompanied by a letter of transmittal and supplemental letter of transmittal in form reasonably satisfactory to Parent and the Company stating that of the Repurchased Shares accompanying such instruments the holder thereof is tendering only such number of Repurchased Shares as is necessary to cause the aggregate number of Shares tendered into and accepted for payment in the Offer to be equal to 13,933,000 and that such tender is subject to the condition subsequent that all of the 4,432,619 Shares referred to in Sections 2.4(a) and (b) are taken up and paid for in the Offer. WMX and the Shareholder shall cause such number of Repurchased Shares not to be...
The Tender Offer. (a) Provided that none of the events set forth in Section 1 of Annex A to this Agreement shall have occurred or be existing, as soon as practicable but in no event (unless otherwise agreed by the Company) later than the seventh business day (as defined in Rule 14d-1(g) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the date of this Agreement, Parent shall commence the Tender Offer by publishing, sending, or giving the means to tender (within the meaning of Rule 14d-2(a) under the Exchange Act) to holders of the Shares; provided, however, that, subject to applicable law, if (i) at any time on or after the date of the Agreement and prior to the commencement date, any of the conditions set forth in Section 1 of Annex A to this Agreement shall have occurred and exist and shall not have been waived by Parent or Sub or satisfied but are reasonably capable of being satisfied within seventeen business days following the date of this Agreement, Parent shall commence the Tender Offer by publishing, sending, or giving the means to tender (within the meaning of Rule 14d-2(a) under the Exchange Act) to holders of the Shares as soon as practicable after such conditions have been waived by Parent or Sub or satisfied but in no event (unless otherwise agreed by the Company) later than the seventh business day following the date of such waiver or satisfaction; provided that Parent shall not be obligated to commence the Tender Offer after the twenty-fourth business day following the date of this Agreement. Subject to applicable law, including, without limitation, all minimum time periods and extensions required by Regulations 14D and 14E under the Exchange Act having been satisfied and all conditions to the Tender Offer having been satisfied or waived within these time periods, the “initial offering period” (as defined in Rule 14d-1(g) under the Exchange Act) shall expire on the twentieth business day after the date the Tender Offer is commenced (the “Initial Expiration Date”). The obligation of Parent to commence the Tender Offer and to accept and pay for Shares tendered pursuant to the Tender Offer shall be subject only to applicable law and the conditions set forth in Annex A to this Agreement, any of which conditions may be waived by Parent in its sole discretion; provided, however, that Parent may not waive the Minimum Condition and accept and pay for Shares tendered pursuant to the Tender Offer without the consent of the Company. ...
The Tender Offer. 9 2.1 The Tender Offer .................................................. 9 2.2
The Tender Offer. (a) Conditions; Consideration; Schedule 14D-1. Parent and Merger Subsidiary shall, within five business days after the public announcement of the execution of this Agreement, file with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Tender Offer which will contain the Offer Documents as exhibits. The Schedule 14D-1, and all amendments and supplements thereto, shall comply in all material respects with the provisions of applicable federal securities laws. Parent, Merger Subsidiary and the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-1 if and to the extent that it shall have become false or misleading in any material respect or any event occurs which should be set forth in an amendment or supplement to the Schedule 14D-1. Merger Subsidiary agrees to take all steps necessary to cause the Schedule 14D-1, as so corrected if applicable, to be filed with the SEC and to be disseminated to holders of Common Shares, in each case as and to the extent required by applicable federal
The Tender Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 6.1 and subject to the terms hereof, as promptly as practicable, but in no event later than five business days after the public announcement of the execution hereof by the parties (which announcement shall occur within five days after the date hereof), the Buyer shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a tender offer (the "Tender Offer") to acquire all of the outstanding shares of Common Stock at a price of $2.40 per share, net to the seller in cash, less any required withholding taxes. Such price per share, or any greater amount per share paid pursuant to the tender offer, is referred to as the "Tender Offer Price"
