Common use of Conditions of the Offer Clause in Contracts

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither Parent nor Merger Sub shall 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Act, pay for any tendered shares of Company Common Stock, if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least sixty six and two-thirds percent (662/3%) of the total number of outstanding shares of Company Common Stock on a fully diluted basis (which assumes conversion or exercise of all notes, stock options and other derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date, it being agreed, that Merger Sub may waive such condition only in the event that there shall have been validly tendered and not withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least a majority of the total number of outstanding shares of Company Common Stock on a fully diluted basis on the Expiration Date, (such number of shares, the “Minimum Condition”) , or (ii) at any time on or after the date of the Agreement and prior to the Appointment Time, any of the following events or circumstances shall occur and continue to exist:

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither Parent nor Merger Sub shall 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Act, pay for any tendered shares of Company Common Stock, if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least sixty six and two-thirds percent (662/3%) a majority of the total number of outstanding shares of Company Common Stock on a fully diluted basis (which assumes conversion or exercise of all notes, stock options and other derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date, it being agreed, that Merger Sub may waive such condition only in the event that there shall have been validly tendered and not withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least a majority of the total number of outstanding shares of Company Common Stock on a fully diluted basis on the Expiration Date, (such number of shares, the “Minimum Condition”), (ii) the waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall not have terminated or expired prior to the Expiration Date, (iii) any Materially Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clause (ii) or (iiiv) at any time on or after the date of the Agreement and prior to the Appointment Time, any of the following events or circumstances shall occur and continue to exist:

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither Parent nor Merger Sub shall 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, pay for any tendered shares of Company Common Stock, if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least sixty six and two-thirds percent (662/3%) a majority of the total number of outstanding shares of Company Common Stock on a fully diluted basis (which assumes conversion or exercise of all notes, stock options and other derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date, it being agreed, that Merger Sub may waive such condition only in the event that there shall have been validly tendered and not withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least a majority of the total number of outstanding shares of Company Common Stock on a fully diluted basis on the Expiration Date, (such number of shares, the “Minimum Condition”), (ii) the waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall not have terminated or expired prior to the Expiration Date, (iii) any required approvals of the competent competition authority of any member state of the European Union applicable to the Offer or the Merger under applicable Law shall not have been obtained prior to the Expiration Date or any applicable waiting period thereunder shall not have been terminated or shall not have expired prior to the Expiration Date, (iv) any Materially Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clauses (ii) or (iii), or (iiv) at any time on or after the date of the Agreement and prior to the Appointment Time, any of the following events or circumstances shall occur and continue to exist:

Conditions of the Offer. 1. Notwithstanding any other provisions of the OfferOffer or the Agreement, neither Purchaser shall not be required to, and Parent nor Merger Sub shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act, pay for any tendered shares Shares and, subject to the terms of Company Common Stockthe Agreement, if may terminate or amend the Offer, unless (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least sixty six and two-thirds percent (662/3%) of the total number of outstanding shares of Company Common Stock on a fully diluted basis (which assumes conversion or exercise of all notes, stock options and other derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date, it being agreed, that Merger Sub may waive such condition only in the event that there shall have been validly tendered and not withdrawn prior to the Expiration Date that number of shares of Company Common Stock that Shares which represents at least a majority two-thirds of the total number of outstanding shares of Company Common Stock (including the Company Restricted Shares) on a “fully diluted basis basis” (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) on the Expiration Date, Date (such number of shares, the “Minimum Condition”) ), or (ii) at the waiting period (and any time on extension thereof) applicable to the Offer or after the date of Merger under the Agreement HSR Act and any Other Antitrust Laws shall have terminated or expired prior to the Appointment TimeExpiration Date, and (iii) any of approvals required under the following events or circumstances Other Antitrust Laws shall occur and continue have been obtained from the applicable Governmental Entity prior to exist:the Expiration Date.

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither Parent nor Merger Sub shall 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, pay for any tendered shares of Company Common StockStock and subject to the terms of this Agreement, may terminate or amend the Offer if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least sixty six and two-thirds percent (662/3%) of the total number of outstanding shares of Company Common Stock on a fully diluted basis (which assumes conversion or exercise of all notes, stock options and other derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date, it being agreed, that Merger Sub may waive such condition only in the event that there shall have been validly tendered and not withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least a majority of the total number of outstanding shares of Company Common Stock on a fully diluted basis (which assumes conversion or exercise of all stock options and other derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date, Date (such number of shares, the “Minimum Condition”) ), or (ii) at the waiting period (and any time on extension thereof) applicable to the Offer or after the date of Merger under the Agreement and HSR Act shall not have terminated or expired prior to the Appointment TimeExpiration Date, and (iii) any of the following events or circumstances shall occur and continue to exist: