Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. (a) Notwithstanding any ----------------------- other provisions of the Offer, to the extent that the Tender Offer Purchase Time has not occurred prior to March 1, 1999, Acquisition shall have no further obligations hereunder (other than to comply with applicable law) with respect to the Offer. Furthermore, notwithstanding any other provisions of the Offer, Acquisition shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c) under the Exchange Act (relating to Acquisition'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 restrictions referred to above, the payment for, any tendered Shares, and may amend the Offer consistent with the terms of this Agreement, including extending the deadline for tendering Shares, or terminate the Offer, if any of the following events shall occur:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other ----------------------- other provisions of the Offer, to the extent that the Tender Offer Purchase Time has not occurred prior to March 1, 1999, Acquisition shall have no further obligations hereunder (other than to comply with applicable law) with respect to the Offer. Furthermore, notwithstanding any other provisions of the Offer, Acquisition Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC Commission including Rule 14e-l(c) under the Exchange Act (relating to AcquisitionPurchaser'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 restrictions referred to above, the payment for, any tendered Shares, and may amend the Offer consistent with the terms of this Agreement, including extending the deadline for tendering Shares, Agreement or terminate the Offer if (i) any applicable waiting period under the HSR Act has not expired or terminated prior to the expiration of the Offer, if (ii) the Minimum Condition has not been satisfied, or (iii) at any time on or after February 17, 1997 and at or before the time of acceptance of Shares for payment pursuant to the Offer, any of the following events shall occur:

CONDITIONS TO THE OFFER. (a) Notwithstanding any ----------------------- other provisions provision of the Offer, subject to the extent that the Tender Offer Purchase Time has not occurred prior to March 1, 1999, Acquisition shall have no further obligations hereunder (other than to comply with applicable law) with respect to the Offer. Furthermore, notwithstanding any other provisions of the OfferMerger Agreement, Acquisition the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC SEC, including Rule 14e-l(c14e-1(c) under the Exchange Act (relating to Acquisitionthe 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 restrictions restriction referred to above, the payment for, any tendered Shares, and may amend terminate the Offer consistent with and not accept for payment any tendered Shares if (i) any applicable waiting period under the terms HSR Act has not expired or been terminated prior to the expiration of this Agreement, including extending the deadline for tendering Shares, or terminate the Offer, if (ii) the Minimum Condition has not been satisfied, or (iii) at any time on or after November 19, 1997, and before the time of acceptance of Shares for payment pursuant to the Offer, any of the following events shall occur: