Common use of CERTAIN CONDITIONS OF THE OFFER Clause in Contracts

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) Purchaser's rights, subject to the provisions of the Agreement, to extend and amend the Offer at any time in its sole discretion, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to 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 of or, subject to the restriction referred to above, the payment for, any tendered Shares, if (i) any applicable waiting period under the HSR Act has not expired or been terminated, (ii) the Minimum Condition has not been satisfied, or (iii) at any time on or after the date of the Agreement and before the Expiration Date (as then extended), any of the following events shall have occurred and be continuing:

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) Purchaser's rights, subject to the provisions of the Agreement, ’s rights to extend and amend the Offer at any time in its sole discretiondiscretion (subject to the provisions of the Agreement and the rules and regulations of the SEC), Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's ’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 of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate or amend the Offer as to any Shares not then paid for, if (i) any applicable waiting period under the HSR Act has not expired or been terminated, (ii) the Minimum Condition has not been satisfied, or (iiiii) at any time on or after the date of the Agreement and before the Expiration Date expiration of the Offer (as then extended), any of the following events shall occur or shall have occurred and be continuingoccurred:

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) Purchaser's rights, subject to the provisions of the Agreement, rights to extend and amend the Offer at any time in its sole discretiondiscretion (subject to the provisions of the Merger Agreement), Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to 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 of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate the Offer if (i) the Minimum Condition has not been satisfied, (ii) any applicable waiting period under the HSR Act has not expired or been terminated, (ii) terminated prior to the Minimum Condition has not been satisfied, expiration of the Offer or (iii) at any time on or after the date of the Agreement March 1, 1999 and before the Expiration Date (as then extended)time of acceptance of Shares for payment pursuant to the Offer, any of the following events shall have occurred and be continuingoccur:

CERTAIN CONDITIONS OF THE OFFER. For the purposes of this Section 15, capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement. Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) Purchaser's rights, subject to the provisions of the Agreement, ’s right to extend and amend the Offer at any time in its sole discretiondiscretion (subject to the provisions of the Merger Agreement), Purchaser shall will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer)Act, pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any validly tendered Shares, Shares if by the expiration of the Offer (i) any applicable waiting period under as it may be extended in accordance with the HSR Act has not expired or been terminatedrequirements of the Merger Agreement), (ii1) the Minimum Condition has shall not been be satisfied, (2) the Antitrust Condition shall not be satisfied or (iii3) at any time on or after the date of the Merger Agreement and before prior to the Expiration Date (as then extended)acceptance for payment of Shares pursuant to the Offer, any of the following events shall have occurred occur and be continuing: