Terms and Conditions of the Offer. Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent), as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Dell Inc)
Terms and Conditions of the Offer. Provided Subject to the terms and conditions of this Agreement and provided that this Agreement shall not have been validly terminated pursuant to Article X IX and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A Company shall have occurred and be existing (and shall not have been waived by Parent)complied in all material respects with its obligations under Section 1.2, as promptly as practicable after the date hereof (but in no event more than ten twenty (20) Business Days thereafter), Acquisition Sub Purchaser shall (and Parent shall cause Acquisition Sub Purchaser to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer Offer. In the Offer, each share of Company Common Stock accepted by Purchaser in accordance with the terms and subject to purchase any and all the conditions of the Company Shares at a price Offer shall be exchanged for 1.103 shares of common stock, par value $0.001 per Company Shareshare, of Parent “Parent Common Stock”), without interest (the “Offer Consideration”), subject to the terms other provisions of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. this Article I. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all holders of Company Common Stock pursuant to the Company Stockholders Exchange Act and contains contains, to the extent required by the Exchange Act, the terms and conditions set forth in this Agreement and in (including Annex A. C). Each of Parent and Acquisition Sub Purchaser shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof(including Annex C). The obligation of Purchaser to accept for exchange (and the obligation of Parent to cause Purchaser to accept for exchange) shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to:
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Terms and Conditions of the Offer. Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent)VIII, as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafterafter the date of the initial public announcement of this Agreement), Acquisition Merger Sub shall (and Top Parent, Parent and BBX Intermediate shall cause Acquisition Merger Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company outstanding Shares at a price per Company ShareShare (such date of commencement, the “Offer Commencement Date”), subject to the terms of Section 2.1(c)2.12, equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of the Parent and Acquisition Sub Entities shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The obligation of Merger Sub to, and of Top Parent, Parent and BBX Intermediate to cause Merger Sub to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject only to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Black Box Corp)
Terms and Conditions of the Offer. Provided that this Agreement shall not have been terminated pursuant to Article X IX and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A Company shall have occurred provided to Parent and Merger Sub all information reasonably required to be existing (and shall not have been waived provided by Parentit pursuant to Section 2.1(g), as promptly as practicable after the date hereof (but in no event more than ten (10) Business Days thereafter), Acquisition Merger Sub shall (and Parent shall cause Acquisition Merger Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any upon the terms and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9conditions set forth herein. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders as and contains to the extent required by United States federal securities Laws and shall contain the terms and conditions set forth in this Agreement and Agreement, including in Annex A. Each of Merger Sub shall, and Parent and Acquisition shall cause Merger Sub shall to, use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The obligation of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment and pay for any Company Shares validly tendered and not validly withdrawn pursuant to the Offer shall be subject only to:
Appears in 1 contract
