Examples of Wayfarer in a sentence
Each Stockholder agrees not to withdraw, and agrees not to permit the withdrawal of, any of the Stockholder Shares from the Offer unless and until the Offer expires without Wayfarer having accepted for payment any shares of FCCC Common Stock validly tendered in the Offer.
The aggregate amount of cash necessary to pay the Option Consideration for any Options actually cancelled pursuant to the preceding sentence shall be provided by Wayfarer to FCCC and shall be paid by FCCC as soon after the Acceptance Date as shall be practicable (but in no event later than five (5) business days after the Acceptance Date).
No representation or warranty is made by Wayfarer with respect to written information supplied by FCCC specifically for inclusion in the Offer Documents.
In addition, FCCC agrees to provide Wayfarer and its counsel with copies of any comments, whether written or oral, that FCCC or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, to consult with Wayfarer and its counsel prior to responding to any such comments and to provide Wayfarer with copies of all such responses, whether written or oral.
If Wayfarer commences the Offer, Wayfarer shall, as promptly as practicable on the date of commencement of the Offer, file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the "Schedule TO") with respect to the Offer.
Notwithstanding the foregoing, FCCC makes no representation or warranty with respect to information supplied by or on behalf of Wayfarer for inclusion in any of the foregoing documents.
The execution, delivery and performance by Wayfarer of this Agreement and the consummation by Wayfarer of the transactions contemplated hereby have been duly authorized by the board of directors of Wayfarer and no other corporate action on the part of Wayfarer is necessary to authorize the execution, delivery or performance by Wayfarer of this Agreement and the consummation by Wayfarer of the transactions contemplated hereby.
Following consummation of the Offer contemplated by the Agreement, Wayfarer intends to become a vertically integrated bank holding company engaged in the business of internet banking, community banking, and mortgage lending.
Wayfarer shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws.
If more Shares than the Base Amount are tendered in the Offer, Wayfarer shall be obligated to accept for payment, and pay for, only such number of Shares as constitutes the Base Amount, and in such event, the tendered Shares shall be accepted for payment on a pro rated basis in accordance with applicable rules and regulations of the Securities and Exchange Commission ("SEC"), including, without limitation, Rule 14d-8 under the Exchange Act.