Common use of Expiration and Extension of the Offer Clause in Contracts

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at Midnight, New York City time, on the later of (i) the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) the 28th day after the posting of the Offer Documents (such later date, the “Initial Offer Expiration Date”); provided, however, if at the Initial Offer Expiration Date or at any then scheduled expiration of the Offer thereafter, any Offer Condition is not satisfied or waived, Acquiror shall extend the Offer on one or more occasions, in consecutive increments of up to five (5) business days each (or such longer period as Acquiror and the Company may agree) and (y) Acquiror shall extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the SEC or the SIC or, in each case, the staff thereof applicable to the Offer; provided, however, that in no event shall Acquiror be required to extend the Offer beyond the Termination Date. The last date on which the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as the

Appears in 2 contracts

Sources: Implementation Agreement, Implementation Agreement (Advantest Corp)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at Midnightmidnight, New York City time, on the later of (i) the 20th business day Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) the 28th day after the posting of the Offer Documents (such later date, date and time being the “Initial Offer Expiration DateTime”); provided, however, if at . In the event the Initial Offer Expiration Date or Time has been extended pursuant to this Agreement (other than in accordance with the immediately preceding sentence), such later date and time to which the Initial Offer Expiration Time has been extended pursuant to this Agreement shall be referred to herein as the “Expiration Time.” Notwithstanding anything to the contrary contained in this Section 2.1, Merger Sub may, in its discretion, without the consent of the Company, extend the Offer for no more than two consecutive increments of not more than ten (10) Business Days each, if at any then otherwise scheduled expiration Expiration Time any of the Offer thereafter, any Offer Condition is conditions to Parent’s and Merger Sub’s obligation to purchase shares of Company Common Stock are not satisfied or waived, Acquiror shall or extend the Offer on one or more occasions, in consecutive increments of up to five (5) business days each (or such longer period as Acquiror and the Company may agree) and (y) Acquiror shall extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the SEC or the SIC or, in each case, the staff thereof applicable to the Offer; provided, however, that in no event shall Acquiror be required to extend the Offer beyond the Termination Date. The last date on which If the Offer is required to be extended pursuant by any rule, regulation, interpretation or position of the SEC applicable to this Section 1.01(d) is referred to as thethe Offer, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for the minimum period required by such Law, rule, regulation, interpretation or position.

Appears in 2 contracts

Sources: Merger Agreement (Everest Merger Sub, Inc.), Merger Agreement (Sport Chalet Inc)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at Midnight, New York City time, on the later of (i) the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) the 28th day after the posting of the Offer Documents (such later date, the “Initial Offer Expiration Date”); provided, however, if at the Initial Offer Expiration Date or at any then scheduled expiration of the Offer thereafter, any Offer Condition is not satisfied or waived, Acquiror shall extend the Offer on one or more occasions, in consecutive increments of up to five (5) business days each (or such longer period as Acquiror and the Company may agree) and (y) Acquiror shall extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the SEC or the SIC or, in each case, the staff thereof applicable to the Offer; provided, however, that in no event shall Acquiror be required to extend the Offer beyond the Termination Date. The last date on which the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as thethe “Offer End Date” (it being understood that under no circumstances shall the Offer End Date occur after the latest date as permitted under the Singapore Code.) Acquiror may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act (the “Subsequent Offering Period”).

Appears in 2 contracts

Sources: Implementation Agreement (Verigy Holding Co. Ltd.), Implementation Agreement (Verigy Ltd.)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at Midnight12:01 a.m., New York City time, on the later of (i) the 20th 21st business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) the 28th day after the posting of the Offer Documents (such later date, date being the “Initial Offer Expiration Date”); , provided, however, that if at the Initial Offer Expiration Date Date, any Offer Condition is not satisfied (other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived, Sub shall, and Parent shall cause Sub to, extend the Offer for a period determined by Parent of not more than ten (10) business days. Thereafter, if at any then scheduled expiration of the Offer thereafterOffer, any Offer Condition is not satisfied or waived, Acquiror Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to five ten (510) business days each (or the length of such longer period as Acquiror periods to be determined by Parent); provided, however, that Parent and Sub shall in no circumstance be required to extend the Company may agreeOffer to a date subsequent to the Outside Date. In addition, (x) Sub shall, and (y) Acquiror Parent shall cause Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or the SIC or, in each case, staff thereof or NASDAQ Global Market (“NASDAQ”) or the staff thereof applicable to the Offer; providedOffer and (y) Sub may, howeverand Parent may cause Sub to, that make available a “subsequent offering period” in no event shall Acquiror be required to extend the Offer beyond the Termination Date. The last date on which the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as theaccordance with Exchange Act Rule 14d-11.

Appears in 2 contracts

Sources: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Osiris Therapeutics, Inc.)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at Midnight, New York City timeTime, on the later of (i) the 20th business day Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) the 28th day after the posting of the Offer Documents (such later date, the “Initial Offer Expiration Date”); provided, however, if at the Initial Offer Expiration Date or at any then scheduled expiration of the Offer thereafter, any Offer Condition is not satisfied or waived, Acquiror shall extend the Offer on one or more occasions, in consecutive increments of up to five (5) business days Business Days each (or such longer period as Acquiror and the Company may agree) and (y) Acquiror shall extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the SEC or the SIC or, in each case, the staff thereof applicable to the Offer; provided, however, that in no event shall Acquiror be required to extend the Offer beyond the Termination Date. The last date on which the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as thethe “Offer End Date” (it being understood that under no circumstances shall the Offer End Date occur after the latest date as permitted under the Singapore Code.) Subject to the Singapore Code and the consent of the SIC, in each case if applicable, Acquiror may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act (the “Subsequent Offering Period”).

Appears in 1 contract

Sources: Implementation Agreement (SunEdison Semiconductor LTD)