Offer Completion Date definition
Examples of Offer Completion Date in a sentence
Whenever this Agreement requires the Surviving Corporation to take any action, from and after the Offer Completion Date, such requirement shall be deemed to include an undertaking on the part of Parent to cause the Surviving Corporation to take such action and a guarantee of the performance thereof.
Prior to the Mandatory Redemption, the Company shall effect a reverse stock split, as approved by the stockholders of the Company prior to the Exchange Offer Completion Date, such that the Company shall have a sufficient number of authorized and unissued shares of Common Stock to pay the Mandatory Redemption Price.
The Holder may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes.
The Holders may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes.
Promptly following the Exchange Offer Completion Date, the Company shall form, or cause to be formed, the New License Subsidiary.
The Parent shall (i) cause the Surviving Corporation after the Offer Completion Date to pay all amounts provided under all Plans in accordance with their terms, and (ii) honor and cause the Surviving Corporation to honor all rights, privileges and modifications to or with respect to any such Plans which become effective as a result of such Change in Control.
The representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall not survive the Merger, PROVIDED that the representations and warranties of the Company shall not survive the Offer Completion Date, and PROVIDED FURTHER that the agreements contained in Section 1.3, Section 5.5 and this ARTICLE VIII will survive the Merger.
If required by applicable Law, Parent and the Company will cooperate and promptly prepare, and Parent will file with the SEC as soon as practicable after the Offer Completion Date, the Proxy Statement, and as promptly as practicable thereafter as permitted by applicable Law, will mail the Proxy Statement to the Shareholders.
The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable after the Offer Completion Date for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote of stockholders of the Company is not required by the DGCL.
Subject to any applicable provisions of the DGCL and Section 1.4(b), at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement by written agreement executed and delivered by duly authorized officers of the respective parties; provided, however, that after the Offer Completion Date, no amendment shall be made which would reduce the amount or change the type of consideration into which each share of Common Stock shall be converted upon consummation of the Merger.