Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Radyne Corp), Agreement and Plan of Merger (California Micro Devices Corp), Agreement and Plan of Merger (On Semiconductor Corp)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Genesis Microchip Inc /De), Agreement and Plan of Merger (Genesis Microchip Inc /De), Agreement and Plan of Merger (McKesson Corp)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not only be applicable to the obligations of Parent or Purchaser if, if Purchaser's failure to purchase such Shares is not in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.; and
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Smartflex Systems Inc), Agreement and Plan of Merger (Healey William L), Agreement and Plan of Merger (Ssi Acquisition Corp)
Offer. Purchaser (or its permitted assignee Parent on Purchaser’s behalf) shall have purchased accepted for payment and paid for all of the Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither Parent nor Purchaser shall be entitled to assert the failure of this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not properly withdrawn pursuant to the Offer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Lacrosse Footwear Inc)
Offer. Purchaser or its permitted assignee shall have purchased ----- all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nalco Chemical Co), Agreement and Plan of Merger (Command Systems Inc), Agreement and Plan of Merger (H2o Acquisition Co)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; providedPROVIDED, howeverHOWEVER, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vivra Inc), Agreement and Plan of Merger (Credit Suisse Group /Fi), Agreement and Plan of Merger (Viacom Inc)
Offer. Purchaser or its permitted assignee shall have ----- purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not only be applicable -------- ------- to the obligations of Parent or Purchaser if, if Purchaser's failure to purchase such Shares is not in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Durakon Industries Inc), Agreement and Plan of Merger (Lpiv Acquisition Corp)
Offer. Purchaser or its permitted assignee shall have ----- purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable -------- ------- to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft/Adr), Agreement and Plan of Merger (Siemens Aktiengesellschaft/Adr)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hills Stores Co /De/), Agreement and Plan of Merger (HSC Acquisition Corp)
Offer. Either (i) Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the OfferOffer or (ii) the conditions to the Offer (other than the Minimum Condition) shall have been satisfied.
Appears in 2 contracts
Samples: 8 Agreement and Plan of Merger (Environmental Systems Products Inc), Agreement and Plan of Merger (Wellman North America Inc)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall may be waived by Purchaser; provided, further, that this condition may not be applicable to the obligations of Parent or relied upon by Purchaser if, in if Purchaser's breach of this Agreement was the cause of, or resulted in, the terms failure of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 2 contracts
Samples: Concord Merger Corp, Concord Merger Corp
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; , provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares that were validly tendered and not withdrawn pursuant to the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baycorp Holdings LTD), Agreement and Plan of Merger (Baycorp Holdings LTD)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, if Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer in breach of this Agreement or the terms of the Offer.. ARTICLE VIII
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moneygram Payment Systems Inc), Agreement and Plan of Merger (Viad Corp)
Offer. Purchaser or its permitted assignee shall have ----- purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be -------- ------- applicable to the obligations of Gambro, Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ren Corp Usa), Agreement and Plan of Merger (Cobe Laboratories Inc)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither Parent nor Purchaser shall be entitled to assert the failure of this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McFarland Energy Inc), Agreement and Plan of Merger (McFarland Energy Inc)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; providedPROVIDED, howeverHOWEVER, that this condition the obligation of Parent and Purchaser to effect the Merger shall not be applicable to conditioned upon this Section 7.01(d) if the obligations failure of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any the Shares validly tendered and not withdrawn pursuant to the OfferOffer shall have constituted a breach of the Offer or this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spine Tech Inc), Agreement and Plan of Merger (Spine Tech Inc)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither Parent nor Purchaser shall be entitled to assert the failure of this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.; and
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ud Delaware Corp), Agreement and Plan of Merger (Imo Industries Inc)
Offer. Purchaser (or its permitted assignee Parent on Purchaser’s behalf) shall have purchased irrevocably accepted for purchase all of the Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither Parent nor Purchaser shall be entitled to assert the failure of this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not properly withdrawn pursuant to the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Procera Networks, Inc.), Agreement and Plan of Merger (Procera Networks, Inc.)
Offer. Purchaser or its permitted assignee shall have purchased all ----- Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, if Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer, in breach of this Agreement or the terms of the Offer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Select Medical of Mechanicsburg Inc), Agreement and Plan of Merger (Intensiva Healthcare Corp)
Offer. Purchaser or its permitted assignee shall have purchased ----- all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, if Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer, in breach of this Agreement or the terms of the Offer.
Appears in 1 contract
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the OfferAgreement, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 1 contract
Offer. Purchaser or its permitted assignee shall have purchased all ----- Shares (and associated Rights) validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the -------- ------- obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cousin Acquisition Inc)
Offer. Purchaser Parent or its permitted assignee shall have purchased ----- all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser Merger Subsidiary if, in breach of this Agreement or the terms of the Offer, Purchaser Parent fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 1 contract
Offer. Purchaser or its permitted assignee shall have purchased all Shares (and associated Rights) validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 1 contract
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Buildings Co /De/)
Offer. Purchaser or its permitted assignee shall have purchased ----- all Shares validly tendered and not withdrawn pursuant to the Offer; provided, -------- however, that this condition shall not be applicable to the obligations of ------- Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blackbird Acquisition Inc)
Offer. The Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of the Parent or the Purchaser if, in breach of this Agreement or the terms of the Offer, the Purchaser or such assignee fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.. * * * * *
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aquapenn Spring Water Company Inc)
Offer. Purchaser purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 1 contract
Offer. The Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; providedPROVIDED, howeverHOWEVER, that this condition shall not be applicable to the obligations of the Parent or the Purchaser if, in breach of this Agreement or the terms of the Offer, the Purchaser or such assignee fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aquapenn Spring Water Company Inc)
Offer. Purchaser or its permitted assignee shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that this condition shall not be applicable to the obligations of Parent CRI, Holdings or Purchaser if, in breach of this Agreement or the terms of the Offer, Purchaser fails to purchase any Shares validly tendered and not withdrawn pursuant to the Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Comstock Resources Inc)
