Common use of Determination of Validity Clause in Contracts

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will be final and binding on all parties, subject to any judgment of any court of competent jurisdiction. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in 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 to our satisfaction. None of Purchaser, Parent or any of their respective affiliates or assigns, 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 incur any liability for failure to give any such notification. 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.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, us in our sole discretionand absolute discretion (which may be delegated to the Depositary and Paying Agent), which determination will be final and binding on all partiesbinding, subject to any judgment the rights of any the tendering holders of Shares to challenge our determination in a court of competent jurisdiction. We reserve Purchaser reserves the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in our opinion, be unlawful. We Purchaser also reserve reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, stockholder whether or not similar defects or irregularities are waived in the case of any other stockholdersstockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived to our satisfactionwaived. None of Purchaser, Parent Purchaser or any of their respective its affiliates or assigns, the DepositaryDepositary and Paying Agent, the Information Agent 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. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretothereto and any other documents related to the Offer) will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, us in our sole and absolute discretion, which determination will be final and binding on all parties, subject to any judgment of any court of competent jurisdictionbinding. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, stockholder whether or not similar defects or irregularities are waived in the case of any other stockholdersstockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived to our satisfactionwaived. None of PurchaserParent, Parent Purchaser or any of their respective affiliates or assigns, 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 incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretoInstructions thereto and any other documents related to the Offer) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, us in our sole discretion, which reasonable discretion and our determination will be final and binding on all partiesbinding, subject to any judgment of any court of competent jurisdictionexcept as may otherwise be finally determined in a subsequent judicial proceeding if our determination is challenged by a HeartWare stockholder. We reserve the absolute right to reject any and or all tenders reasonably determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in 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 or irregularities relating thereto have been cured or waived to our satisfactionwaived. None of Medtronic, Parent, Purchaser, Parent or any of their respective affiliates or assignsHeartWare, 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 incur any liability for failure to give any such notification. 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.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, us in our sole and absolute discretion, which determination will be final and binding on all partiesbinding, subject to any judgment the rights of any the tendering holders of Shares to challenge our determination in a court of competent jurisdiction. We reserve Purchaser reserves the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in our opinion, be unlawful. We Purchaser also reserve reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, stockholder whether or not similar defects or irregularities are waived in the case of any other stockholdersstockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived to our satisfactionwaived. None of PurchaserParent, Parent Purchaser or any of their respective affiliates or assigns, the DepositaryDepositary and Paying Agent, the Information Agent 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. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretothereto and any other documents related to the Offer) will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will shall be final and binding on all parties, subject to any judgment the right of any such party to dispute such determination in a court of competent jurisdiction. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in the opinion of our opinioncounsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in 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 waived to our satisfaction. None of Purchaser, Parent or any of their respective affiliates or assigns, 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 incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding, subject to the right of any such party to dispute such determination in a court of competent jurisdiction.

Determination of Validity. All questions as to the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto), the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination 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 court of competent jurisdictionsuch court. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance of or payment for payment of which may, in the opinion of our opinioncounsel, be unlawful. We also reserve the absolute right to waive any condition of the Offer to the extent permitted by applicable law or any defect or irregularity in 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 to our satisfaction. None of the Purchaser, Parent QXO or any of their respective affiliates or assigns, the Depositary, the Information 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. 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.

Determination of Validity. All We will decide, in our sole discretion, all questions as to the validity, form, eligibility (eligibility, including time of receipt) , and acceptance for payment of any tender of Shares will be determined by usshares, in our sole discretion, which determination and each such decision will be final and binding on all parties, subject to any judgment of any court of competent jurisdictionbinding. We reserve the absolute right to reject any and or all tenders determined by us we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of our opinioncounsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares shares of any particular stockholder, stockholder whether or not we waive similar defects or irregularities are waived in the case of other stockholders. No tender of Shares shares will be deemed to have been validly made until all defects and or irregularities relating thereto have been cured or waived to our satisfactionwaived. None of the Purchaser, Parent or any of their respective affiliates or assignsNorilsk Nickel, the Depositarydepositary, the Information Agent 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. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our Our interpretation of the terms of and conditions of to the Offer (offer, including the Letter letter of Transmittal transmittal and the instructions thereto) , will be final and binding. By tendering shares to us you agree to accept all decisions we make concerning these matters and waive any right you might otherwise have to challenge those decisions.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will shall be final and binding on all parties, parties (subject to any judgment the decision of any court of competent jurisdiction). We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in 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 to our satisfaction. None of Intersil, the Purchaser, Parent or any of their respective affiliates or assigns, 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 incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingbinding (subject to the decision of any court of competent jurisdiction).

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will shall be final and binding on all parties, parties (subject to any judgment the decision of any court of competent jurisdiction). We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in 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 to our satisfaction. None of Parent, the Purchaser, Parent or any of their respective affiliates or assigns, 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 incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingbinding (subject to the decision of any court of competent jurisdiction).

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, us in our sole discretionand absolute discretion (which may be delegated to the Depositary and Paying Agent), which determination will be final and binding on all partiesbinding, subject to any judgment the rights of any the tendering holders of Shares to challenge our determination in a court of competent jurisdiction. We Purchasers reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in our opinion, be unlawful. We Purchasers also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, stockholder whether or not similar defects or irregularities are waived in the case of any other stockholdersstockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived to our satisfactionwaived. None of PurchaserParent, Parent Merger Sub or any of their respective affiliates or assigns, the DepositaryDepositary and Paying Agent, the Information Agent 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. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our Purchasers’ interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretothereto and any other documents related to the Offer) will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction.

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 will be determined by us, in our sole discretion, which determination will be final and binding on all parties, subject to any judgment of any court of competent jurisdiction. We reserve the absolute right to reject any and or all tenders determined by us not to be in proper form or the acceptance of or payment for payment of which may, in the opinion of our opinioncounsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of any particular stockholder, stockholder whether or not similar defects or irregularities are waived in the case of other stockholders. Our interpretation of the terms and conditions of the Offer will be final and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender have been cured waived by us or waived to our satisfactioncured. None of PurchaserWiley, Parent Purchaser or any of their respective affiliates or assigns, if any, the Depositary, the Information 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. Subject Our acceptance for payment of Shares tendered pursuant to applicable law as applied by a court of competent jurisdiction and the terms any of the Merger Agreement, our interpretation of procedures described above will constitute a binding agreement between us and you upon the terms and subject to the conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingOffer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination will shall be final and binding on all parties, subject to any judgment the rights of any tendering holders of Shares to challenge such determination in a court of competent jurisdiction. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in our opinion, be unlawful. We also reserve the absolute right to waive any defect or irregularity in 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 to our satisfaction. None of Purchaser, Parent Parent, Oracle, or any of their respective affiliates or assigns, the Depositary, Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent 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. Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding, subject to the rights of tendering holders of Shares to challenge such determination in a court of competent jurisdiction.