Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any tender of Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. By executing a Letter of Transmittal, a tendering stockholder irrevocably appoints the Purchaser, its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective if, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meeting.
Appears in 2 contracts
Sources: Offer to Purchase (Best Buy Co Inc), Offer to Purchase (Best Buy Co Inc)
Determination of Validity. All questions as to the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of tendered Shares pursuant to any of the procedures described above will be determined by the Purchaser, in its sole discretion, which determination shall will be final and binding on all parties. The Purchaser reserves the absolute right to reject any and all tenders of any particular Shares determined by it not to be in proper appropriate form or for which the acceptance for of or payment of which may, in the opinion of its counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity irregularities in any the tender of Shares of any particular stockholderShares, whether or not similar defects or irregularities are waived in the case of any other stockholdersShares. The Purchaser's interpretations of the terms and conditions of the Offer (including the Letter of Transmittal and Instructions thereto) will be final and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, any of their its affiliates or assigns, the DepositaryDealer Manager, the Information Agent, the Dealer Manager Depositary or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The THE PURCHASER'S ACCEPTANCE FOR PAYMENT OF SHARES TENDERED PURSUANT TO THE OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN THE TENDERING STOCKHOLDER AND THE PURCHASER UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER. WITHDRAWAL RIGHTS Except as otherwise provided in this Section, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the time at which the Offer expires on the Expiration Date and, unless previously accepted for payment as provided herein, may also be withdrawn at any time after January 14, 2002. If the Purchaser extends the Offer, is delayed in, or delays, its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares for any reason, then, without prejudice to the Purchaser's interpretation other rights under the Offer, tendered Shares may nevertheless be retained by the Depositary, on behalf of the terms Purchaser, and conditions may not be withdrawn except to the extent tendering stockholders are entitled to and duly exercise withdrawal rights as described in this Section. Any such extension or delay will be accompanied by an extension of the Offer (including to the Letter of Transmittal and the instructions thereto) will extent required by law. In order for a withdrawal to be final and binding. Appointment as Proxy. By executing a Letter of Transmittaleffective, a tendering stockholder irrevocably appoints written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Purchaser, Depositary at one of its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitution, in the manner addresses set forth in on the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date back cover of this Offer to Purchase). All Any such powers notice of attorney withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and proxies shall the name of the registered holder of the Shares to be considered irrevocable and coupled with an interest in withdrawn, if different from that of the person who tendered such Shares. Such appointment If Share Certificates to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the tendering stockholder must also submit the serial numbers shown on such Share Certificates to the Depositary, and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer, as set forth in "--Procedures For Accepting The Offer And Tendering Shares," any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and must otherwise comply with the procedures of the Book-Entry Transfer Facility. Withdrawals may not be revoked and any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date by following the procedures described in "--Procedures For Accepting The Offer And Tendering Shares." All questions as to the form and validity (including the time of receipt) of any notice of withdrawal will be effective ifdetermined by the Purchaser, when in its sole discretion, which determination will be final and only binding on all parties. None of the Purchaser, its affiliates or assigns, the Dealer Manager, the 30 Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provisions of the extent thatOffer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will shall not be deemed effective with respect thereto by the stockholder). The Purchaserrequired to accept for payment or, its officers subject to any applicable rules and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights regulations of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereofCommission, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves including Rule 14e-1(c) under the right Exchange Act (relating to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment for such of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may amend or terminate the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting Offer if (1) the Minimum Condition has not been satisfied or (2) at any meeting time on or after November 16, 2001 and before the time of stockholders or acting by written consent without a meeting.acceptance of the Shares for payment pursuant to the Offer, any of the following events shall occur:
Appears in 2 contracts
Sources: Offer to Purchase (Spectra Physics Inc), Offer to Purchase (Spectra Physics Inc)
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaserus, in its our sole discretion, which determination shall be final and binding on all parties, subject to the rights of tendering shareholders to challenge our determination in a court of competent jurisdiction. The Purchaser reserves We reserve the absolute right to reject any and all tenders determined by it us not to be in proper form or the acceptance for payment of which may, in the opinion of its our counsel, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any defect or irregularity in any the tender of any Shares of any particular stockholdershareholder, whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waivedwaived to our satisfaction. None of the Purchaser, Best Buy, any of their affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as by Proxy. By executing a the Letter of TransmittalTransmittal as set forth above, a the tendering stockholder shareholder will irrevocably appoints the Purchaser, its officers and its designees, and each appoint designees of them, Purchaser as the stockholder's such shareholder’s attorneys-in-fact and proxies, with full power of substitution, proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder's shareholder’s rights with respect to the Shares tendered by such stockholder shareholder and accepted for payment by the Purchaser (and with respect to any and all other shares Shares or other securities or rights issued or issuable in respect of the Shares on or after the date of this Offer to Purchase)such Shares. All such powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective ifwhen, when and only to the extent that, the Purchaser accepts such Shares we accept for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meeting.
Appears in 1 contract
Sources: Offer to Purchase (Abc-Mart, Inc.)
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, in its sole discretion, which determination shall will be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any and or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of which which, or payment for which, may, in the opinion of its Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right right, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any defect or irregularity in any tender of Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and or irregularities relating thereto have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assignsParent, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Subject to the terms of the Merger Agreement, Purchaser's interpretation of the terms and conditions of the Offer in this regard (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as ProxyBackup Withholding. By executing Under the "backup withholding" provisions of federal income tax law, unless a tendering registered holder, or its assignee (in either case, the "Payee"), satisfies the conditions described in Instruction 10 of the Letter of TransmittalTransmittal or is otherwise exempt, the cash payable as a tendering stockholder irrevocably appoints result of the PurchaserOffer may be subject to backup withholding tax at a rate of 31% of the gross proceeds. To prevent backup withholding, its officers each Payee should complete and its designees, and each of them, as sign the stockholder's attorneys-in-fact and proxies, with full power of substitution, in the manner set forth Substitute Form W-9 provided in the Letter of Transmittal, . See Instruction 10 to the full extent Letter of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective if, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meetingTransmittal.
Appears in 1 contract
Sources: Tender Offer Statement
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which determination shall will be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any and or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its counselthe Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any the tender of any Shares of any particular stockholder, shareholder whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of Shares will be deemed to have been validly made until all defects and or irregularities relating thereto have been cured or waived. None of the Purchaser, Best BuyParent, any of their affiliates or assignsthe Company, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other related documents thereto) will be final and binding. Appointment withholding of 31% by the Depositary. All shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as Proxy. By executing a part of the Letter of TransmittalTransmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign shareholders should complete and sign the main signature form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, a tendering stockholder irrevocably appoints copy of which may be obtained from the Purchaser, its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitutionDepositary, in the manner set forth in order to avoid backup withholding. See Instruction 9 to the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective if, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meeting.
Appears in 1 contract
Sources: Offer to Purchase (Yorkmont One Inc)
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaserus, in its our sole discretion, which determination shall be final and binding on all parties. The Purchaser reserves We reserve the absolute right to reject any and all tenders determined by it us not to be in proper form or the acceptance for payment of which may, in the opinion of its counselour opinion, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any defect or irregularity in any the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waivedwaived to our satisfaction. None of the Purchaser, Best Buy, Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. By executing a the Letter of TransmittalTransmittal as set forth above, a the tendering stockholder will irrevocably appoints the Purchaser, its officers and its designees, and each appoint designees of them, Purchaser as the such stockholder's ’s attorneys-in-fact and proxies, with full power of substitution, proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder's ’s rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares Shares or other securities or rights issued or issuable in respect of the Shares on or after the date of this Offer to Purchase)such Shares. All such powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective ifwhen, when and only to the extent that, we accept for payment the Purchaser accepts Shares tendered by such Shares for paymentstockholder as provided herein. Upon such acceptance for paymentappointment, all prior powers of attorney attorney, proxies and proxies consents given by the such stockholder with respect to the such Shares (and such or other shares and securities) securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies proxies, consents or written consents revocations may be given or executed by such stockholder (and and, if given or executed given, will not be deemed effective with respect thereto by the stockholdereffective). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereofCompany’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's our acceptance for payment for of such Shares, the Purchaser must be able to exercise full voting voting, consent and other rights with respect to such Shares and other securitiesrelated securities or rights, including voting at any meeting of stockholders or acting by written consent without a meetingof the Company.
Appears in 1 contract
Sources: Offer to Purchase (Sanofi)
Determination of Validity. All questions as to the validity, form, eligibility (including including, but not limited to, time of receipt) and acceptance for payment of any tender of tendered Shares pursuant to any of the procedures described above will be determined by the PurchaserPurchasers, in its their sole discretion, which whose determination shall will be final and binding on all parties. The Purchaser reserves Purchasers reserve the absolute right to reject any and or all tenders of any Shares determined by it them not to be in proper form or if the acceptance for payment of which of, or payment for, such Shares may, in the opinion of its the Company's counsel, be unlawful. The Purchaser Purchasers also reserves reserve the absolute right right, in their sole discretion, to waive any of the Offer Conditions (subject to the terms of the Merger Agreement) or any defect or irregularity in any tender of with respect to Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. 47 55 None of the Purchaser, Best Buy, Offerors or any of their affiliates or assignsrespective affiliates, the Depositary, the Information Agent, the Dealer Manager Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's Purchasers' interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. By executing a Letter of TransmittalTransmittal (or delivering an Agent's Message) as set forth above, a tendering stockholder irrevocably appoints the Purchaser, its officers and its designees, and each of them, Purchasers' designees as the such stockholder's attorneysattorney-in-fact and proxiesproxy, with full power of substitution, to vote in the such manner set forth as such attorney-in-fact and proxy (or any substitute thereof) shall deem proper in the Letter of Transmittalits sole discretion, and to otherwise act (including pursuant to written consent) to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser Purchasers (and with respect to any and all other shares dividends, distributions, rights or other securities issued or issuable in respect of the such Shares on or after the date of this Offer to PurchaseApril 13, 2000). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesShares and shall be irrevocable. Such This appointment will be effective if, when when, and only to the extent that, the Purchaser accepts Purchasers accept such Shares for paymentpayment pursuant to the Offer. Upon such acceptance for payment, all prior powers of attorney and proxies given by the such stockholder with respect to the such Shares (and such other shares and securities) securities will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and and, if given or executed given, will not be deemed effective with respect thereto by the stockholdereffective). The Purchaser, its officers and its designees of the Purchasers will, with respect to the Shares (and such other shares and securities) securities for which such the appointment is effective, be empowered to exercise all voting and other rights of the such stockholder as they in their sole discretion may deem proper at any annual annual, special, adjourned or special postponed meeting of Musiclandthe Company's stockholders or any adjournment or postponement thereofstockholders, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves Purchasers reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, the such Purchaser must be able to exercise full all rights (including, without limitation, all voting rights rights) with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meetingreceive all dividends and distributions.
Appears in 1 contract
Sources: Merger Agreement (Playcore Inc)
Determination of Validity. All questions as to the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of tendered Shares pursuant to any of the procedures described above will be determined by the Purchaser, in its sole discretion, which determination shall will be final and binding on all parties. The Purchaser reserves the absolute right to reject any and all tenders of any particular Shares determined by it not to be in proper appropriate form or for which the acceptance for of or payment of which may, in the opinion of its counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity irregularities in any the tender of Shares of any particular stockholderShares, whether or not similar defects or irregularities are waived in the case of any other stockholdersShares. The Purchaser's interpretations of the terms and conditions of the Offer (including the Letter of Transmittal and Instructions thereto) will be final and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, any of their its affiliates or assigns, the DepositaryDealer Manager, the Information Agent, the Dealer Manager Depositary or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The THE PURCHASER'S ACCEPTANCE FOR PAYMENT OF SHARES TENDERED PURSUANT TO THE OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN THE TENDERING STOCKHOLDER AND THE PURCHASER UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER. WITHDRAWAL RIGHTS Except as otherwise provided in this Section, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the time at which the Offer expires on the Expiration Date and, unless previously accepted for payment as provided herein, may also be withdrawn at any time after January 14, 2002. If the Purchaser extends the Offer, is delayed in, or delays, its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares for any reason, then, without prejudice to the Purchaser's interpretation other rights under the Offer, tendered Shares may nevertheless be retained by the Depositary, on behalf of the terms Purchaser, and conditions may not be withdrawn except to the extent tendering stockholders are entitled to and duly exercise withdrawal rights as described in this Section. Any such extension or delay will be accompanied by an extension of the Offer (including to the Letter of Transmittal and the instructions thereto) will extent required by law. In order for a withdrawal to be final and binding. Appointment as Proxy. By executing a Letter of Transmittaleffective, a tendering stockholder irrevocably appoints written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Purchaser, Depositary at one of its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitution, in the manner addresses set forth in on the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date back cover of this Offer to Purchase). All Any such powers notice of attorney withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and proxies shall the name of the registered holder of the Shares to be considered irrevocable and coupled with an interest in withdrawn, if different from that of the person who tendered such Shares. Such appointment If Share Certificates to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the tendering stockholder must also submit the serial numbers shown on such Share Certificates to the Depositary, and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer, as set forth in "--Procedures For Accepting The Offer And Tendering Shares," any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and must otherwise comply with the procedures of the Book-Entry Transfer Facility. Withdrawals may not be revoked and any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date by following the procedures described in "--Procedures For Accepting The Offer And Tendering Shares." All questions as to the form and validity (including the time of receipt) of any notice of withdrawal will be effective ifdetermined by the Purchaser, when in its sole discretion, which determination will be final and only binding on all parties. None of the Purchaser, its affiliates or assigns, the Dealer Manager, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provisions of the extent thatOffer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will shall not be deemed effective with respect thereto by the stockholder). The Purchaserrequired to accept for payment or, its officers subject to any applicable rules and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights regulations of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereofCommission, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves including Rule 14e-1(c) under the right Exchange Act (relating to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment for such of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may amend or terminate the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting Offer if (1) the Minimum Condition has not been satisfied or (2) at any meeting time on or after November 16, 2001 and before the time of stockholders or acting by written consent without a meeting.acceptance of the Shares for payment pursuant to the Offer, any of the following events shall occur:
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaserus, in its our sole discretion, which determination shall will be final and binding on all parties. The Purchaser reserves We reserve the absolute right to reject any and or all tenders determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its our counsel, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any condition of the Offer or any defect or irregularity in any the tender of any Shares of any particular stockholder, Stockholder whether or not similar defects or irregularities are waived in the case of other stockholdersStockholders. No tender of Shares will be deemed to have been validly made until all defects and or irregularities relating thereto have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assignsParent, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretoits instructions) will be final and bindingbinding on all parties. Appointment BACKUP WITHHOLDING. In order to avoid "backup withholding" of federal income tax on payments of cash pursuant to the Offer, you must, unless an exemption applies, provide the Depositary with your correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that you are not subject to backup withholding. If you do not provide your correct TIN or you fail to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on you and the payment of cash to you pursuant to the Offer may be subject to backup withholding of 31% of the amount of such payment. All Stockholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as Proxy. By executing a part of the Letter of TransmittalTransmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to us and the Depositary). Noncorporate foreign Stockholders should complete and sign the main signature form and a Certificate of Foreign Status, Form W-8BEN, a tendering stockholder irrevocably appoints copy of which may be obtained from the Purchaser, its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitutionDepositary, in the manner set forth in order to avoid backup withholding. See Instruction 10 to the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective if, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meeting.
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaserus, in its our sole discretion, which determination shall will be final and binding on all parties, subject to any judgment of any court of competent jurisdiction. The Purchaser reserves We reserve the absolute right to reject any and all tenders determined by it us not to be in proper form or the acceptance for payment of which may, in the opinion of its counselour opinion, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any defect or irregularity in any the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waivedwaived to our satisfaction. None of the Purchaser, Best Buy, Astellas or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. By executing a the Letter of TransmittalTransmittal as set forth above, a the tendering stockholder will irrevocably appoints the Purchaser, its officers and its designees, and each appoint designees of them, Purchaser as the such stockholder's ’s attorneys-in-fact and proxies, with full power of substitution, proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder's ’s rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares Shares or other securities or rights issued or issuable in respect of the Shares on or after the date of this Offer to Purchase)such Shares. All such powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective ifwhen, when and only to the extent that, we accept for payment the Purchaser accepts Shares tendered by such Shares for paymentstockholder as provided herein. Upon such acceptance for paymentappointment, all prior powers of attorney attorney, proxies and proxies consents given by the such stockholder with respect to the such Shares (and such or other shares and securities) securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies proxies, consents or written consents revocations may be given or executed by such stockholder (and and, if given or executed given, will not be deemed effective with respect thereto by the stockholdereffective). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of the stockholder as they in their sole discretion may deem proper at any annual annual, special or special adjourned meeting of Musicland's stockholders or any adjournment or postponement thereofAudentes’ stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's our acceptance for payment for of such Shares, the Purchaser must be able to exercise full voting voting, consent and other rights with respect to such Shares and other securitiesrelated securities or rights, including voting at any meeting of stockholders or acting by written consent without a meetingof Audentes.
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaserus, in its our sole discretion, which determination shall will be final and binding on all parties. The Purchaser reserves We reserve the absolute right to reject any and or all tenders determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its our counsel, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any condition of the Offer or any defect or irregularity in any the tender of any Shares of any particular stockholder, shareholder whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of Shares will be deemed to have been validly made until all defects and or irregularities relating thereto have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assignsParent, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretoits instructions) will be final and bindingbinding on all parties. Appointment BACKUP WITHHOLDING. In order to avoid "backup withholding" of federal income tax on payments of cash pursuant to the Offer, you must, unless an exemption applies, provide the Depositary with your correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that you are not subject to backup withholding. If you do not provide your correct TIN or you fail to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on you and the payment of cash to you pursuant to the Offer may be subject to backup withholding of 31% of the amount of such payment. All shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as Proxy. By executing a part of the Letter of TransmittalTransmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to us and the Depositary). Noncorporate foreign shareholders should complete and sign the main signature form and a Form W-8BEN, Certificate of Foreign Status, a tendering stockholder irrevocably appoints copy of which may be obtained from the Purchaser, its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitutionDepositary, in the manner set forth in order to avoid backup withholding. See Instruction 10 to the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective if, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meeting.
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Subject to the terms of the Merger Agreement, Purchaser also reserves the absolute right to waive any condition of the Offer or any defect or irregularity in any the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assignsthe Dealer Manager, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. Other Requirements By executing a the Letter of TransmittalTransmittal as set forth above, a tendering stockholder irrevocably appoints the Purchaser, its officers and its designees, and each designees of them, Purchaser as the such stockholder's attorneys-in-fact and proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares Shares or other securities issued or issuable in respect of the such Shares on or after the date of this Offer to PurchaseNovember 15, 1999). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective ifwhen, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the such stockholder with respect to the such Shares (and such other shares Shares and securities) will, will be revoked without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or nor any subsequent written consent executed by such stockholder (and and, if given or executed executed, will not be deemed effective to be effective) with respect thereto by the stockholder)thereto. The Purchaser, its officers and its designees of Purchaser will, with respect to the Shares (and such other shares and securities) for which such the appointment is effective, be empowered to exercise all voting and other rights of the such stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musiclandthe Company's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the Offer, as well as the tendering stockholder's representation and other securitieswarranty that (a) such stockholder owns the Shares being tendered within the meaning of Rule 14e-4 promulgated under the 1934 Act, including voting (b) the tender of such Shares complies with Rule 14e-4 and (c) such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO STOCKHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER, EACH UNITED STATES STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER OR CERTIFY THAT SUCH STOCKHOLDER IS NOT SUBJECT TO BACKUP WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES TO A STOCKHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH STOCKHOLDER. SEE INSTRUCTION 8 OF THE LETTER OF TRANSMITTAL. IF A STOCKHOLDER IS A NONRESIDENT ALIEN OR FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, THE STOCKHOLDER IS URGED TO GIVE THE DEPOSITARY A COMPLETED W-8BEN (CERTIFICATE OF FOREIGN STATUS) PRIOR TO RECEIPT OF PAYMENT. Withdrawal Rights Tenders of Shares made pursuant to the Offer are irrevocable except that such Shares may be withdrawn at any meeting time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after January 17, 2000. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. For a withdrawal to be effective, a written, telegraphic or acting facsimile transmission notice of withdrawal must be timely received by written consent without a meetingthe Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name, address and taxpayer identification number of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "Procedures for Accepting the Offer and Tendering Shares," any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. None of Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in "Procedures for Accepting the Offer and Tendering Shares."
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which determination shall will be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any and or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any the tender of any Shares of any particular stockholder, shareholder whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of Shares will be deemed to have been validly made until all defects and or irregularities relating thereto have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assignsParent, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment BACKUP WITHHOLDING. In order to avoid "backup withholding" of Federal income tax on payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such shareholder is not subject to backup withholding. If a shareholder does not provide such shareholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a $50 penalty on such shareholder and payment of cash to such shareholder pursuant to the Offer may be subject to backup withholding of 31%. All shareholders surrendering Shares pursuant to the Offer should complete and sign the Substitute Form W-9 included as Proxy. By executing a part of the Letter of TransmittalTransmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign shareholders should complete and sign a tendering stockholder irrevocably appoints Form W-8, Certificate of Foreign Status, or a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Withholding, copies of which may be obtained from the Purchaser, its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitutionDepositary, in the manner set forth in order to avoid backup withholding. See Instruction 9 to the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective if, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meeting.
Appears in 1 contract
Sources: Acquisition Agreement (Tripoint Global Communications Inc)
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which determination shall will be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any and or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any tender of Shares of with respect to any particular stockholderShares, whether or not similar defects or irregularities are waived in the case of other stockholdersShares. No tender of Shares will be deemed to have been validly made until all defects and or irregularities relating thereto have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assignsParent, the Depositary, the Information Agent, the either Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment Backup Withholding. In order to avoid "backup withholding" of Federal income tax on payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such shareholder is not subject to backup withholding. Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. If a shareholder does not provide its correct TIN or fails to provide the certifications described above, the Internal Revenue Service ("IRS") may impose a penalty on such shareholder and payment of cash to such shareholder pursuant to the Offer may be subject to backup withholding at a rate of 31%. All shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as Proxy. By executing a part of the Letter of TransmittalTransmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Noncorporate foreign shareholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a tendering stockholder irrevocably appoints copy of which may be obtained from the Purchaser, its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitutionDepositary, in the manner set forth in order to avoid backup withholding. See Instruction 9 to the Letter of Transmittal. For other Federal income tax consequences, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective if, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meetingsee Section 5.
Appears in 1 contract
Sources: Tender Offer Statement
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which determination shall will be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any and or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its counselthe Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any the tender of any Shares of any particular stockholder, stockholder whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and or irregularities relating thereto have been cured or waived. None of the Purchaser, Best BuyParent, any of their affiliates or assignsthe Company, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other related documents thereto) will be final and binding. Appointment BACKUP WITHHOLDING. In order to avoid "backup withholding" of U.S. federal income tax on payments of cash pursuant to the Offer, a stockholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such Stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of 31%. All stockholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as Proxy. By executing a part of the Letter of TransmittalTransmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Certain stockholders (including, among others, all corporations, individual retirement accounts and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a tendering stockholder irrevocably appoints copy of which may be obtained from the Purchaser, its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitutionDepositary, in the manner set forth in order to avoid backup withholding. See Instruction 9 to the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective if, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meeting.
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaserus, in its our sole discretion, which determination shall be final and binding on all parties. The Purchaser reserves We reserve the absolute right to reject any and all tenders determined by it us not to be in proper form or the acceptance for payment of which may, in the opinion of its counselour opinion, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any defect or irregularity in any the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waivedwaived to our satisfaction. None of the Purchaser, Best Buy, ▇▇▇▇▇ or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. By executing a the Letter of TransmittalTransmittal as set forth above, a the tendering stockholder will irrevocably appoints the Purchaser, its officers and its designees, and each appoint designees of them, Purchaser as the such stockholder's ’s attorneys-in-fact and proxies, with full power of substitution, proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder's ’s rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares Shares or other securities or rights issued or issuable in respect of the Shares on or after the date of this Offer to Purchase)such Shares. All such powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective ifwhen, when and only to the extent that, we accept for payment the Purchaser accepts Shares tendered by such Shares for paymentstockholder as provided herein. Upon such acceptance for paymentappointment, all prior powers of attorney attorney, proxies and proxies consents given by the such stockholder with respect to the such Shares (and such or other shares and securities) securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies proxies, consents or written consents revocations may be given or executed by such stockholder (and and, if given or executed given, will not be deemed effective with respect thereto by the stockholdereffective). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of the stockholder as they in their sole discretion may deem proper at any annual annual, special or special adjourned meeting of Musicland's stockholders or any adjournment or postponement thereofCoLucid’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's our acceptance for payment for of such Shares, the Purchaser must be able to exercise full voting voting, consent and other rights with respect to such Shares and other securitiesrelated securities or rights, including voting at any meeting of stockholders or acting by written consent without a meetingof CoLucid.
Appears in 1 contract
Sources: Offer to Purchase (Lilly Eli & Co)
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaserus, in its our sole discretion, which determination shall will be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. The Purchaser reserves We reserve the absolute right to reject any and all tenders determined by it us not to be in proper form or the acceptance for payment of which may, in the opinion of its counselour opinion, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any defect or irregularity in any the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waivedwaived to our satisfaction. None of the Purchaser, Best Buy, Wonder or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's Subject to the terms of the Merger Agreement and the rights of holders of Shares to challenge any interpretation with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. By executing a the Letter of TransmittalTransmittal as set forth above, a the tendering stockholder will irrevocably appoints the Purchaser, its officers and its designees, and each appoint designees of them, Purchaser as the such stockholder's ’s attorneys-in-fact and proxies, with full power of substitution, proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder's ’s rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares Shares or other securities or rights issued or issuable in respect of the Shares on or after the date of this Offer to Purchase)such Shares. All such powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective ifwhen, when and only to the extent that, we accept for payment the Purchaser accepts Shares tendered by such Shares for paymentstockholder as provided herein. Upon such acceptance for paymentappointment, all prior powers of attorney attorney, proxies and proxies consents given by the such stockholder with respect to the TABLE OF CONTENTS such Shares (and such or other shares and securities) securities or rights will, without further action, be revoked, revoked and no subsequent powers of attorney, proxies proxies, consents or written consents revocations may be given or executed by such stockholder (and and, if given or executed given, will not be deemed effective with respect thereto by the stockholdereffective). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of the stockholder as they in their sole discretion may deem proper at any annual annual, special or special adjourned meeting of Musicland's stockholders or any adjournment or postponement thereofBlue Apron stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's our acceptance for payment for of such Shares, the Purchaser must be able to exercise full voting voting, consent and other rights with respect to such Shares and other securitiesrelated securities or rights, including voting at any meeting of stockholders or acting by written consent without a meetingof Blue Apron.
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of tendered Shares pursuant to any of the procedures described above will be determined by the Purchaser, in its sole discretion, which determination shall will be final and binding on all parties. The Purchaser reserves the absolute right to reject any and all tenders of any particular Shares determined by it not to be in proper appropriate form or for which the acceptance for of or payment of which may, in the opinion of its counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity irregularities in any the tender of Shares of any particular stockholderShares, whether or not similar defects or irregularities are waived in the case of any other stockholdersShares. The Purchaser's interpretations of the terms and conditions of the Offer (including the Letter of Transmittal and Instructions thereto) will be final and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, any of their its affiliates or assigns, the DepositaryDealer Manager, the Information Agent, the Dealer Manager Depositary or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The THE PURCHASER'S ACCEPTANCE FOR PAYMENT OF SHARES TENDERED PURSUANT TO THE OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN THE TENDERING STOCKHOLDER AND THE PURCHASER UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER. WITHDRAWAL RIGHTS Except as otherwise provided in this Section, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless previously accepted for payment as provided herein, may also be withdrawn at any time after January 14, 2002. If the Purchaser extends the Offer, is delayed in, or delays, its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares for any reason, then, without prejudice to the Purchaser's interpretation other rights under the Offer, tendered Shares may nevertheless be retained by the Depositary, on behalf of the terms Purchaser, and conditions may not be withdrawn except to the extent tendering stockholders are entitled to and duly exercise withdrawal rights as described in this Section. Any such extension or delay will be accompanied by an extension of the Offer (including to the Letter of Transmittal and the instructions thereto) will extent required by law. In order for a withdrawal to be final and binding. Appointment as Proxy. By executing a Letter of Transmittaleffective, a tendering stockholder irrevocably appoints written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Purchaser, Depositary at one of its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitution, in the manner addresses set forth in on the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date back cover of this Offer to Purchase). All Any such powers notice of attorney withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and proxies shall the name of the registered holder of the Shares to be considered irrevocable and coupled with an interest in withdrawn, if different from that of the person who tendered such Shares. Such appointment If Share Certificates to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the tendering stockholder must also submit the serial numbers shown on such Share Certificates to the Depositary, and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer, as set forth in "--Procedures For Accepting The Offer And Tendering Shares," any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and must otherwise comply with the procedures of the Book-Entry Transfer Facility. Withdrawals may not be revoked and any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date by following the procedures described in "--Procedures For Accepting The Offer And Tendering Shares." All questions as to the form and validity (including the time of receipt) of any notice of withdrawal will be effective ifdetermined by the Purchaser, when in its sole discretion, which determination will be final and only binding on all parties. None of the Purchaser, its affiliates or assigns, the Dealer Manager, the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provisions of the extent thatOffer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will shall not be deemed effective with respect thereto by the stockholder). The Purchaserrequired to accept for payment or, its officers subject to any applicable rules and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights regulations of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereofCommission, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves including Rule 14e-1(c) under the right Exchange Act (relating to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment for such of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may amend or terminate the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting Offer if (1) the Minimum Condition has not been satisfied or (2) at any meeting time on or after November 16, 2001 and before the time of stockholders or acting by written consent without a meeting.acceptance of the Shares for payment pursuant to the Offer, any of the following events shall occur:
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including including, but not limited to, time of receipt) and acceptance for payment of any tender of tendered Shares pursuant to any of the procedures described above will be determined by the Purchaser, in its sole discretion, which whose determination shall will be final and binding on all parties. The Purchaser reserves the absolute right to reject any and or all tenders of any Shares determined by it not to be in proper form or if the acceptance for payment of which of, or payment for, such Shares may, in the opinion of its Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right right, in its sole discretion, to waive any of the Offer Conditions (subject to the terms of the Merger Agreement) or any defect or irregularity in any tender of with respect to Shares of any particular stockholdershareholder, whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the PurchaserParent, Best Buy, Purchaser or any of their affiliates or assignsrespective affiliates, the Depositary, the Information Agent, the Dealer Manager or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as ProxyAPPOINTMENT AS PROXY. By executing a Letter of TransmittalTransmittal (or delivering an Agent's Message) as set forth above, a tendering stockholder shareholder irrevocably appoints the Purchaser, its officers and its designees, and each designee of them, Purchaser as the stockholdersuch shareholder's attorneysattorney-in-fact and proxiesproxy, with full power of substitution, to vote in the such manner set forth as such attorney-in-fact and proxy (or any substitute thereof) shall deem proper in the Letter of Transmittalits sole discretion, and to otherwise act (including pursuant to written consent) to the full extent of such stockholdershareholder's rights with respect to the Shares tendered by such stockholder shareholder and accepted for payment by the Purchaser (and with respect to any and all other shares dividends, distributions, rights or other securities issued or issuable in respect of the such Shares on or after the date of this Offer to PurchaseAugust 4, 2000). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesShares and shall be irrevocable. Such This appointment will be effective if, when when, and only to the extent that, the Purchaser accepts such Shares for paymentpayment pursuant to the Offer. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder such shareholder with respect to the such Shares (and such other shares and securities) securities will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and and, if given or executed given, will not be deemed effective with respect thereto by the stockholdereffective). The Purchaser, its officers and its designees of Purchaser will, with respect to the Shares (and such other shares and securities) securities for which such the appointment is effective, be empowered to exercise all voting and other rights of the stockholder such shareholder as they in their sole discretion may deem proper at any annual annual, special, adjourned or special postponed meeting of Musiclandthe Company's stockholders or any adjournment or postponement thereofshareholders, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, the Purchaser must be able to exercise full all rights (including, without limitation, all voting rights rights) with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meetingreceive all dividends and distributions.
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of tendered Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which whose determination shall will be final and binding on all parties. The Purchaser reserves the absolute right to reject any and or all tenders of any Shares determined by it not to be in proper form or if the acceptance for payment of which of, or payment for, such Shares may, in the opinion of its Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right right, in its sole discretion, to waive any of the conditions of the Offer or any defect or irregularity in any tender of with respect to Shares of any particular stockholdershareholder, whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. None of Parent, Purchaser, the Dealer Managers, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Appointment as Proxy. By executing a Letter of TransmittalTransmittal as set forth above, a tendering stockholder shareholder irrevocably appoints the Purchaser, its officers and its designees, and each designees of them, Purchaser as the stockholdersuch shareholder's attorneys-in-fact and proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such stockholdershareholder's rights with respect to the Shares (including the associated Rights) tendered by such stockholder shareholder and accepted for payment by the Purchaser (and with respect to any and all noncash dividends, distributions, rights, other shares Shares, or other securities issued or issuable in respect of the such Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesShares or Rights. Such This appointment will be effective if, when when, and only to the extent that, the Purchaser accepts such Shares for paymentpayment pursuant to the Offer. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder such shareholder with respect to the such Shares (and such other shares and securities) securities will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder)given. The Purchaser, its officers and its designees of Purchaser will, with respect to the Shares (and such other shares and securities) securities for which such the appointment is effective, be empowered (subject to the terms of Voting Trust Agreement for so long as it shall be in effect with respect to the Shares or Rights) to exercise all voting and other rights of the stockholder such shareholder as they in their sole discretion may deem proper at any annual annual, special, adjourned or special postponed meeting of Musiclandthe Company's stockholders or any adjournment or postponement thereofshareholders, by written consent in lieu of any such meeting or otherwise. The , and Purchaser reserves the right to require that, in order for Shares or other securities to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, Purchaser (including through the Purchaser Voting Trust) must be able to exercise full voting rights with respect to such Shares. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO CERTAIN SHAREHOLDERS OF THE PURCHASE PRICE FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH SUCH SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH SHAREHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH RESPECT TO A SHAREHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH SHAREHOLDER. SEE INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL. ESOP Preferred Shares. According to documents filed by the Company with the SEC, all outstanding ESOP Preferred Shares are owned of record by the ESOP Trustee and, accordingly, only the ESOP Trustee can effect a valid tender of such shares. The ESOP Trustee is required to request instructions from each participant in the ESOP as to whether ESOP Preferred Shares allocated to such participant's account should be tendered pursuant to the Offer, and other securitiesto tender such shares in accordance with such instructions. Pursuant to the organizational documents of the ESOP, including voting at any meeting the ESOP Trustee may not tender allocated ESOP Preferred Shares as to which no instructions are received. Unallocated shares are required to be tendered or not tendered in the same proportion as allocated shares for which instructions from participants are received. Purchaser's acceptance for payment of stockholders or acting by written consent without Shares tendered pursuant to the Offer will constitute a meetingbinding agreement between the tendering shareholder and Purchaser upon the terms and subject to the conditions of the Offer.
Appears in 1 contract
Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which determination shall will be final and binding on all parties. The Purchaser reserves the absolute right to reject any and or all tenders of Shares determined by it not to be in proper form or the acceptance of or payment for payment of which may, in the opinion of its counsel, be unlawful. The Purchaser also unlawful and reserves the absolute right to waive any defect or irregularity in any tender of Shares Shares. Subject to the terms of the Merger Agreement, Purchaser also reserves the absolute right to waive or amend any particular stockholderor all of the Offer Conditions, whether or other than the Minimum Condition, which cannot similar defects or irregularities are be waived in without the case prior written consent of other stockholdersBeringer. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter(s) of Transmittal and the instructions thereto) will be final and binding on all parties. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assigns▇▇▇▇▇▇'▇, the Depositary, the Information AgentDealer Manager, the Dealer Manager Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as ProxyAPPOINTMENT AS PROXY. By executing a the Letter of Transmittal, a tendering stockholder irrevocably appoints the Purchaser, its officers and its designees, and each designees of them, Purchaser as the such stockholder's attorneys-in-fact and proxies, with full power of substitutionsubstitution and resubstitution, in the manner set forth in the Letter of Transmittal, to the full extent of such the stockholder's rights with respect to the Shares tendered by such the stockholder and accepted for payment purchased by the Purchaser (and with respect to any and all other shares Shares or other securities issued or issuable in respect of the Shares those Shares, on or after the date of this Offer to Purchase)the Offer. All such powers of attorney and proxies shall will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective ifwhen, when and only to the extent that, ▇▇▇▇▇▇▇▇▇ accepts the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and any other Shares or other securities issued in respect of such other shares and securitiespurchased Shares) willwill be revoked, without further action, be revoked, and no subsequent powers of attorney, attorney and proxies or written consents may be given or executed (and and, if given or executed given, will not be deemed effective with respect thereto effective) by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, of Purchaser will be empowered to exercise all voting and other rights of the stockholder with respect to such Shares (and any other Shares or securities issued in respect of such purchased Shares) as they in their sole discretion may deem proper at proper, including without limitation in respect of any annual or special meeting of Musicland's stockholders the stockholders, or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwisemeeting. The Purchaser reserves the absolute right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for such of the Shares, the Purchaser must be able to exercise full voting and other rights with respect to such Shares and other securitiesthe Shares, including voting at any meeting of stockholders or acting by written consent without then scheduled. Purchaser's acceptance for payment of Shares tendered pursuant to any of the procedures described above will constitute a meetingbinding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including including, but not limited to, time of receipt) and acceptance for payment of any tender of tendered Shares pursuant to any of the procedures described above will be determined by the Purchaser, in its sole discretion, which whose determination shall will be final and binding on all parties. The Purchaser reserves the absolute right to reject any and or all tenders of any Shares determined by it not to be in proper form or if the acceptance for payment of which of, or payment for, such Shares may, in the opinion of its Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right right, in its sole discretion, to waive any of the Offer Conditions (subject to the terms of the Merger Agreement and the Company's consent with respect to certain Offer Conditions) or any defect or irregularity in any tender of with respect to Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, Purchaser or any of their affiliates or assignsits affiliates, the Depositary, the Information Agent, the Dealer Manager Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as ProxyAPPOINTMENT AS PROXY. By executing a Letter of TransmittalTransmittal (or delivering an Agent's Message) as set forth above, a tendering stockholder irrevocably appoints the Purchaser, its officers and its designees, and each designee of them, Purchaser as the such stockholder's attorneysattorney-in-fact and proxiesproxy, with full power of substitution, to vote in the such manner set forth as such attorney-in-fact and proxy (or any substitute thereof) shall deem proper in the Letter of Transmittalits sole discretion, and to otherwise act (including pursuant to written consent) to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares dividends, distributions, rights or other securities issued or issuable in respect of the such Shares on or after the date of this Offer to PurchaseExpiration Date). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesShares and shall be irrevocable. Such This appointment will be effective if, when when, and only to the extent that, the Purchaser accepts such Shares for paymentpayment pursuant to the Offer. Upon such acceptance for payment, all prior powers of attorney and proxies given by the such stockholder with respect to the such Shares (and such other shares and securities) securities will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and and, if given or executed given, will not be deemed effective with respect thereto by the stockholdereffective). The Purchaser, its officers and its designees of Purchaser will, with respect to the Shares (and such other shares and securities) securities for which such the appointment is effective, be empowered to exercise all voting and other rights of the such stockholder as they Purchaser in their its sole discretion may deem proper at any annual annual, special, adjourned or special postponed meeting of Musiclandthe Company's stockholders or any adjournment or postponement thereofstockholders, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Shares, the Purchaser must be able to exercise full all rights (including, without limitation, all voting rights rights) with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meetingreceive all dividends and distributions.
Appears in 1 contract
Sources: Merger Agreement (Cherry Peter B & Cherry Family Group)
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Subject to the terms of the Merger Agreement, Purchaser also reserves the absolute right to waive any condition of the Offer or any defect or irregularity in any the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assignsParent, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingbinding on all parties. Appointment as Proxy. OTHER REQUIREMENTS By executing a the Letter of TransmittalTransmittal as set forth above, a tendering stockholder irrevocably appoints the Purchaser, its officers and its designees, and each designees of them, Purchaser as the such stockholder's attorneys-in-fact and proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares Shares or other securities issued or issuable in respect of the such Shares on or after the date of this Offer to PurchaseFebruary 28, 2000). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective ifwhen, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the such stockholder with respect to the such Shares (and such other shares Shares and securities) will, will be revoked without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or nor any subsequent written consent executed by such stockholder (and and, if given or executed executed, will not be deemed effective to be effective) with respect thereto by the stockholder)thereto. The Purchaser, its officers and its designees of Purchaser will, with respect to the Shares (and such other shares Shares and securities) for which such the appointment is effective, be empowered to exercise all voting and other rights of the such stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musiclandthe Company's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares (and such other Shares and securities). The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's acceptance of the Offer, including voting as well as the tendering stockholder's representation and warranty that (i) such stockholder owns the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 and (iii) such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO CERTAIN STOCKHOLDERS OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER, EACH SUCH STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER, OR CERTIFY THAT SUCH STOCKHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING, BY COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH RESPECT TO A STOCKHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH STOCKHOLDER. SEE INSTRUCTION 8 OF THE LETTER OF TRANSMITTAL. IF A STOCKHOLDER IS A NON-RESIDENT ALIEN OR FOREIGN ENTITY NOT SUBJECT TO BACK-UP WITHHOLDING, THE STOCKHOLDER MUST GIVE THE DEPOSITARY A COMPLETED FORM W-8 CERTIFICATE OF FOREIGN STATUS PRIOR TO RECEIPT OF PAYMENT. WITHDRAWAL RIGHTS Tenders of the Shares made pursuant to the Offer are irrevocable except that such Shares may be withdrawn at any meeting time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after May 4, 2000. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. Any such delay will be an extension of the Offer to the extent required by law. For a withdrawal to be effective, a written, telegraphic or acting facsimile transmission notice of withdrawal must be timely received by written consent without the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "The Offer--Procedures for Accepting the Offer and Tendering Shares," any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding on all parties. None of Purchaser, Parent, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in "The Offer--Procedures for Accepting the Offer and Tendering Shares." CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES The summary of federal income tax consequences set forth below is for general information only and is based on the law as currently in effect. The tax consequences to each stockholder will depend in part upon such stockholder's particular situation. Special tax consequences not described herein may be applicable to particular classes of taxpayers, such as financial institutions, broker-dealers, persons who are not citizens or residents of the United States and stockholders who acquired their Shares through the exercise of an employee stock option or otherwise as compensation. ALL STOCKHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE OFFER AND THE MERGER TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS AND CHANGES IN SUCH TAX LAWS. The receipt of cash for Shares pursuant to the Offer will be a meetingtaxable transaction for federal income tax purposes under the Internal Revenue Code of 1986, as amended, and may also be a taxable transaction under applicable state, local or foreign income tax laws. Generally, for federal income tax purposes, a tendering stockholder will recognize gain or loss in an amount equal to the difference between the cash received by the stockholder pursuant to the Offer and the stockholder's adjusted tax basis in the Shares purchased pursuant to the Offer. For federal income tax purposes, such gain or loss will be a capital gain or loss if the Shares are a capital asset in the hands of the stockholder. Stockholders are urged to consult with their own tax advisors concerning the treatment of capital gain or loss for federal income tax purposes (including the possibility of a reduced tax rate on certain capital gains and the limitations on the deductibility of capital loss).
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of tendered Common Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which whose determination shall will be final and binding on all parties. The Purchaser reserves the absolute right to reject any and or all tenders of any Common Shares determined by it not to be in proper form or if the acceptance for payment of which of, or payment for, such Shares may, in the opinion of its Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right right, in its sole discretion, to waive any of the conditions of the Offer or any defect or irregularity in any tender of with respect to Common Shares of any particular stockholdershareholder, whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of Common Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best Buy, any of their affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. None of Parent, Purchaser, the Dealer Managers, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Appointment as Proxy. By executing a Letter of TransmittalTransmittal as set forth above, a tendering stockholder shareholder irrevocably appoints the Purchaser, its officers and its designees, and each designees of them, Purchaser as the stockholdersuch shareholder's attorneys-in-fact and proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such stockholdershareholder's rights with respect to the Common Shares (including the associated Rights) tendered by such stockholder shareholder and accepted for payment by the Purchaser (and with respect to any and all noncash dividends, distributions, rights, other shares Shares, or other securities issued or issuable in respect of the such Common Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered SharesCommon Shares or Rights. Such This appointment will be effective if, when when, and only to the extent that, the Purchaser accepts such Common Shares for paymentpayment pursuant to the Offer. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder such shareholder with respect to the such Common Shares (and such other shares and securities) securities will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder)given. The Purchaser, its officers and its designees of Purchaser will, with respect to the Common Shares (and such other shares and securities) securities for which such the appointment is effective, be empowered to exercise all voting and other rights of the stockholder such shareholder as they in their sole discretion may deem proper at any annual annual, special, adjourned or special postponed meeting of Musiclandthe Company's stockholders or any adjournment or postponement thereofshareholders, by written consent in lieu of any such meeting or otherwise. The , and Purchaser reserves the right to require that, in order for Common Shares or other securities to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment for of such Common Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares. To prevent backup Federal income tax withholding with respect to payment to certain shareholders of the purchase price for Shares purchased pursuant to the Offer, each such shareholder must provide the Depositary with such shareholder's correct Taxpayer Identification Number and other securitiescertify that such shareholder is not subject to backup Federal income tax withholding by completing the substitute Form W-9 in the Letter of Transmittal. If backup withholding applies with respect to a shareholder, including voting at the Depositary is required to withhold 31% of any meeting payments made to such shareholder. See Instruction 9 of stockholders the Letter of Transmittal. Common Shares Owned by ESOP. According to documents filed by the Company with the SEC, a certain number of outstanding Common Shares are owned of record by the ESOP Trustee and, accordingly, only the ESOP Trustee can effect a valid tender of such Common Shares. Pursuant to the organizational documents of the ESOP, the ESOP Trustee may tender Common Shares owned of record by the ESOP, regardless of whether or acting by written consent without not such Common Shares have been allocated to participants' accounts. Purchaser's acceptance for payment of Common Shares tendered pursuant to the Offer will constitute a meetingbinding agreement between the tendering shareholder and Purchaser upon the terms and subject to the conditions of the Offer.
Appears in 1 contract
Sources: Offer to Purchase (Cendant Corp)
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which determination shall will be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any and or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its counselthe Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any the tender of any Shares of any particular stockholder, shareholder whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of Shares will be deemed to have been validly made until all defects and or irregularities relating thereto have been cured or waived. None of the Purchaser, Best BuyParent, any of their affiliates or assignsthe Company, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other related documents thereto) will be final and binding. Appointment BACKUP WITHHOLDING TAX. In order to avoid U.S. federal backup withholding tax on payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and certify under penalties of perjury that such TIN is correct and that such shareholder is not subject to backup withholding tax. If a shareholder does not provide such shareholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a penalty on such shareholder and any payment of cash to such shareholder pursuant to the Offer may be subject to backup withholding tax at a rate of 31%. All shareholders surrendering Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as Proxy. By executing a part of the Letter of TransmittalTransmittal to provide the information and certification necessary to avoid backup withholding tax (unless an applicable exemption exists and is proved in a manner satisfactory to the Purchaser and the Depositary). Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding tax. Noncorporate foreign shareholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a tendering stockholder irrevocably appoints copy of which may be obtained from the Purchaser, its officers and its designees, and each of them, as the stockholder's attorneys-in-fact and proxies, with full power of substitutionDepositary, in the manner set forth in order to avoid backup withholding tax. See Instruction 9 to the Letter of Transmittal, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective if, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents may be given or executed (and if given or executed will not be deemed effective with respect thereto by the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders or acting by written consent without a meeting.
Appears in 1 contract
Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares pursuant to any of the procedures described above will be determined by the Purchaser, Purchaser in its sole discretion, which determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any tender of Shares of any particular stockholder, stockholder whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Best BuyParent, any of their affiliates or assigns, the Dealer Manager, the Depositary, the Information Agent, the Dealer Manager Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as ProxyBackup Federal Income Tax Withholding and Substitute Form W-9. By executing a Letter Under the "backup withholding" provisions of Transmittalfederal income tax law, a tendering the Depositary may be required to withhold 31% of the amount of any payments of cash pursuant to the Offer. In order to avoid backup withholding, each stockholder irrevocably appoints surrendering Shares in the PurchaserOffer must, its officers and its designeesunless an exemption applies, and each provide the payor of them, as the such cash with such stockholder's attorneys-in-fact correct taxpayer identification number ("TIN") on a substitute Form W-9 and proxiescertify, with full power under penalties of substitutionperjury, in that such TIN is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide its correct TIN or fails to provide the manner set forth certifications described above, the Internal Revenue Service ("IRS") may impose a penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of 31%. All stockholders surrendering Shares pursuant to the Offer should complete and sign the substitute Form W-9 included in the Letter of Transmittal, Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser (and with respect to any and all other shares or other securities issued or issuable in respect of the Shares on or after the date of this Offer to PurchaseDepositary). All such powers Certain stockholders (including among others all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should complete and sign a Form W-8, Certificate of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective ifForeign Status, when and only to the extent that, the Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers a copy of attorney and proxies given by the stockholder with respect to the Shares (and such other shares and securities) will, without further action, be revoked, and no subsequent powers of attorney, proxies or written consents which may be given or executed (and if given or executed will not be deemed effective with respect thereto by obtained from the stockholder). The Purchaser, its officers and its designees will, with respect to the Shares (and such other shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of the stockholder as they in their sole discretion may deem proper at any annual or special meeting of Musicland's stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchaser reserves the right to require thatDepositary, in order for Shares to be deemed validly tendered, immediately upon avoid backup withholding. See Instruction 9 of the Purchaser's payment for such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting Letter of stockholders or acting by written consent without a meetingTransmittal.
Appears in 1 contract
Sources: Offer to Purchase (L 3 Communications Holdings Inc)