Common use of Marketing Period Clause in Contracts

Marketing Period. The Marketing Period shall not have been completed. The foregoing conditions are for the sole benefit of Parent and Merger Sub and, other than the Minimum Condition, may be waived by Parent and Merger Sub in whole or in part at any time and from time to time in their sole discretion, in each case subject to the terms and conditions of this Agreement and to the extent such waiver is permitted by applicable Law. The failure by Parent, Merger Sub or any other Affiliate of Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement to which it is annexed. Exhibit A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE FRESH MARKET, INC. (a Delaware corporation) ARTICLE I The name of the Corporation is THE FRESH MARKET, INC.

Marketing Period. The Marketing Period shall not have been completed. The foregoing conditions are for the sole benefit of Parent and Merger Sub and, other than the Minimum Condition and the Termination Condition, may be waived by Parent and Merger Sub in whole or in part at any time and from time to time in their respective sole discretion, in each case subject to the terms and conditions of this Agreement and to the extent such waiver is permitted by applicable Law. The failure by Parent, Merger Sub or any other Affiliate of Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement to which it is annexed. Exhibit A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE FRESH MARKET, INC. (a Delaware corporation) ARTICLE I The name annexed unless specifically defined in this Annex I. For purposes of the Corporation Agreement, when reference is THE FRESH MARKETmade to one or more Offer Conditions being “satisfied” (or words of similar import), INCit shall mean that such condition described therein does not exist.

Marketing Period. The Marketing Period shall not have been completed. The foregoing conditions are for the sole benefit of Parent and Merger Sub and, other than the Minimum Condition, may be waived by Parent and Merger Sub in whole or in part at any time and from time to time in their respective sole discretion, in each case subject to the terms and conditions of this Agreement and to the extent such waiver is permitted by applicable Law. The failure by Parent, Merger Sub or any other Affiliate of Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement to which it is annexed. Exhibit A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE FRESH MARKET, INC. (a Delaware corporation) ARTICLE I The name of the Corporation is THE FRESH MARKET, INC.annexed unless specifically defined in this Annex I.