Terms of the Offer definition

Terms of the Offer and Section 15 – “Conditions of the Offer.” How do I tender my Shares? If you hold your Shares directly as the registered owner and such Shares are represented by stock certificates, you may tender your Shares in the Offer by delivering the certificates representing your Shares, together with a properly completed and signed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary, not later than the Expiration Date. If you hold your Shares as registered owner and such Shares are represented by book-entry positions, you may follow the procedures for book-entry transfer set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase, not later than the Expiration Date. The Letter of Transmittal is enclosed with this Offer to Purchase. We are not providing for guaranteed delivery procedures. Therefore, Audentes stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of The Depository Trust Company, which is earlier than 12:00 midnight, New York City time, at the end of the day on the Expiration Date. In addition, for Audentes stockholders who are registered holders, the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (or in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary prior to 12:00 midnight, New York City time, at the end of the day on the Expiration Date. Audentes stockholders must tender their Shares in accordance with the procedures set forth in this Offer to Purchase and the Letter of Transmittal. Tenders received by the Depositary after the Expiration Date will be disregarded and of no effect.
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Terms of the Offer and Section 3—“Procedures for Accepting the Offer and Tendering Shares.” Until what time may I withdraw previously tendered Shares? You may withdraw your previously tendered Shares at any time until one minute past 11:59 p.m., New York City time, on the Expiration Date. In addition, if we have not accepted your Shares for payment within 60 days after commencement of the Offer, you may withdraw them at any time after May 3, 2021, the 60th day after commencement of the Offer, until we accept your Shares for payment. See Section 1—“Terms of the Offer” and Section 4—“Withdrawal Rights.” How do I withdraw previously tendered Shares? To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, banker or other nominee, you must instruct the broker, banker or other nominee to arrange for the withdrawal of your Shares. See Section 4—“Withdrawal Rights.” Has the Offer been approved by the Board of Directors of Pandion?
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Terms of the Offer and Section 3 – “Procedures for Accepting the Offer and Tendering Shares.” Can the Offer be extended and under what circumstances? Yes. The Merger Agreement contains provisions that govern the circumstances under which Purchaser is required or permitted to extend the Offer and under which Parent is required to cause Purchaser to extend the Offer. Specifically, the Merger Agreement provides that: • if on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions (as defined below in Section 15 – “Conditions of the Offer”) have not been satisfied 3 TABLE OF CONTENTS or waived by Parent or Purchaser if permitted thereunder, then Purchaser may, and Parent may cause Purchaser to, in Parent’s and Purchaser’s sole discretion and without the consent of the Company, extend the Offer on one or more occasions in consecutive increments of not more than 20 business days each (the length of such period to be determined by Parent and Purchaser in their discretion), or for such longer period as the parties may agree in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Purchaser to waive any Offer Conditions, other than the Minimum Condition); • Purchaser will, and Parent will cause Purchaser to, extend the Offer for (x) the minimum period required by applicable law, interpretation or position of the SEC or its staff or Nasdaq or its staff and (y) periods of not more than 10 business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act has expired or been terminated; and • if, on the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of ArQule, Purchaser will, and Parent will cause Purchaser to, extend the Offer on one or more occasions in consecutive increments of not more than 10 business days each. The Merger Agreement provides that Purchaser will not in any event be required to, and Parent will not in any event be required to cause Purchaser to, (i) extend the Offer beyond the Outside Date or (ii) extend the Offer beyond the initial Expiration Date on more than three occasions, not to exceed an aggregate of 30 business days (provided that each such extension will be 10 business days unless ArQule agrees otherwise), if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum C...
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Examples of Terms of the Offer in a sentence

  • Terms of the Offer; Expiration Date; Proration..................................................

  • Terms of the Offer; Expiration Date; Proration." o RIGHT TO EXTEND THE EXPIRATION DATE.

  • Terms of the Offer; Expiration Date; Proration" and "The Offer--Section 9.

  • Terms of the Offer; Expiration Date; Proration." o EXPIRATION DATE.

  • Shareholder hereby irrevocably and unconditionally agrees to validly tender (and not withdraw) or cause to be validly tendered (and not withdrawn) pursuant to and in accordance with the Terms of the Offer all of the shares of Target Stock that Shareholder owns as of the date hereof as well as any additional shares of Target Stock that Shareholder may own, whether acquired by purchase, exercise of options or otherwise, at any time after the date hereof (the "Shareholder Shares").

  • Terms of the Offer; Expiration Date; Proration." ACCOUNTING TREATMENT.

  • Terms of the Offer; Expiration Date; Proration.........................................6 Section 2.

  • According to the requirement of relevant laws and regulations in the PRC, notwithstanding the grant of a general mandate, the issuance of A Shares or securities convertible into A Shares by a company is subject to approval at a general meeting.

  • Any amendment to the Terms of the Offer after the Offer has been Commenced must be approved by all of the Partners; provided, that the Managing General Partner may, without approval by the other Partner, extend the expiration date of the Offer if, in the Opinion of Counsel, (i) extension is required by the Exchange Act and the rules and regulations thereunder or by the Commission or (ii) extension is otherwise advisable under the circumstances.

  • Terms of the Offer; Number of Interests; Proration." Non-tendering Limited Partners should consult their own tax advisors regarding the tax consequences of the Partnership's termination in their particular situations.


More Definitions of Terms of the Offer

Terms of the Offer shall have the meaning set forth in Section 39. EXHIBIT E ALLOCATED MINIMUM RENT SCHEDULE
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Terms of the Offer and Section 15—“Conditions of the Offer.” How long do I have to decide whether to tender my Shares in the Offer?
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Terms of the Offer means the terms and conditions of the offer, sale and distribution to the public of the Offer Shares as set forth in Annex A.
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Terms of the Offer. As defined in Article XXXV.
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Terms of the Offer and Section 2 — “Acceptance for Payment and Payment for Shares.” HOW WILL MY OUTSTANDING COMPANY OPTIONS AND RESTRICTED SHARES BE TREATED IN THE OFFER AND THE MERGER?
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Related to Terms of the Offer

  • Purchase Offer shall have the meaning assigned to such term in Section 2.25(a).

  • Repurchase Offer shall have the meaning specified in Section 11.1(b).

  • General Terms and Conditions means the General Terms and Conditions for Services Contracts as referenced on the RFP cover page.

  • date of the making of the offer means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from holders of Shares, stating therein the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.

  • Letter of Offer means any letter, commitment, arrangement or agreement between us and you in relation to the facility. We may revise, add to, vary or replace the letter of offer from time to time.

  • Additional Terms and Conditions means the terms and conditions that govern the promotion as determined by the Participating Banks (if any).

  • Specific Terms and Conditions means the specific terms and conditions as described in section 6.1 (and, in relation to an Agreement between Envestra and a Network User, means the Specific Terms and Conditions which form part of that Agreement).

  • Special Terms and Conditions means any attachment hereto entitled, in whole or in part, “Special Terms and Conditions.”

  • Same terms and conditions means that a carrier cannot apply

  • Principal Terms means, with respect to any Series, (i) the name or designation; (ii) the initial principal amount (or method for calculating such amount), the Invested Amount, the Series Invested Amount and the Required Series Transferor Amount; (iii) the Certificate Rate (or method for the determination thereof); (iv) the payment date or dates and the date or dates from which interest shall accrue; (v) the method for allocating Collections to Investor Certificateholders; (vi) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (vii) the Servicing Fee; (viii) the issuer and terms of any form of Series Enhancements with respect thereto; (ix) the terms on which the Investor Certificates of such Series may be exchanged for Investor Certificates of another Series, repurchased by a Transferor or remarketed to other investors; (x) the Series Termination Date; (xi) the number of Classes of Investor Certificates of such Series and, if more than one Class, the rights and priorities of each such Class; (xii) the extent to which the Investor Certificates of such Series will be issuable in temporary or permanent global form (and, in such case, the depositary for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged, in whole or in part, for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid); (xiii) whether the Investor Certificates of such Series may be issued in bearer form and any limitations imposed thereon; (xiv) the priority of such Series with respect to any other Series; (xv) whether such Series will be part of a Group; (xvi) whether such Series will be a Principal Sharing Series; (xvii) whether such Series will be an Excess Allocation Series; (xviii) the Distribution Date; and (xix) any other terms of such Series.

  • URL Terms means the terms with which Customer must comply, which are located at a URL, referenced in this Agreement and are hereby incorporated by reference.

  • Active Offer means the clear and proactive offer of service in French to individuals, from the first point of contact, without placing the responsibility of requesting services in French on the individual;

  • General Terms means these terms and conditions.

  • Standard Terms and Conditions or “Standard Terms” means these terms and conditions for the grant of the Loan to the Borrower by ABFL.

  • day of the making of the offer means the day on which the Company announces its intention to make an offer for the purchase of Shares from Shareholders, stating the purchase price (which shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.

  • Master Terms and Conditions (11/18) means the body of text from the preamble through the signature page of this Contract.

  • Specific Redemption Provisions means, with respect to a Special Dividend Period either, or any combination of, (i) a period (a "Non-Call Period") determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during which the shares of AMPS subject to such Dividend Period shall not be subject to redemption at the option of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the shares of AMPS subject to such Dividend Period shall be redeemable at the Corporation's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Board of Directors of the Corporation after consultation with the Auction Agent and the Broker-Dealers.

  • Relevant Terms and Conditions means terms and conditions relating to:

  • Bona Fide Offer means an actual or genuine offer which includes a specific wage or a training opportunity at a specified place when used to determine whether the parent has refused an offer of training or employment.

  • Primary Terms and Conditions means the terms and conditions applicable to the ICICI Bank’s internet banking facility/service.

  • Final Terms means the final terms specifying the relevant issue details of the ETP Securities.

  • a term's notice means written notice given not later than the first day of the term preceding the term to which the notice relates;

  • the Conditions means the standard terms and conditions set out in this document;

  • Terms of Use means any privacy policy, terms of use or other terms and conditions made applicable by BNYM in connection with the Company’s or a Permitted User’s access to and use of a Component System or a BNYM Web Application or other access site or access method.

  • Solicitation Amendment (or Addendum means a written document that is authorized by the Procurement Officer and issued for the purpose of making changes to the Solicitation.

  • Redemption Provisions Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction, if any: Repayment Provisions: Optional Repayment Date(s):