Common use of Offer Conditions Clause in Contracts

Offer Conditions. Notwithstanding any other term of the Offer, but subject, in all cases to Purchaser's and Acquisition Sub's obligations set forth under the Agreement, including, without limitation, under SECTION 1.1, Acquisition Sub 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 1934 Act (relating to Acquisition Sub's obligation to promptly pay for or return tendered Shares after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer unless (i) there shall have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares that would, when combined with any Shares held by the Purchaser, Acquisition Sub or any of their affiliates, constitute ninety percent (90%) of the aggregate outstanding Shares (the "MINIMUM CONDITION"), (ii) any waiting period under the HSR Act applicable to the Offer shall have expired or been terminated prior to the expiration of the Offer, (iii) the Financing Condition shall have been satisfied, and (iv) the Company shall have delivered pay-off letters, in form annexed hereto from (x) SunTrust Bank, Central Florida, N.A. and Bank Austria Creditanstalt Corporate Finance, Inc. and (y) the CIT Group/Business Credit, Inc., with respect to the Company's Indebtedness (the "PAY-OFF LETTER CONDITION"). Furthermore, notwithstanding any other term of the Offer, but subject, in all cases, to Purchaser's and Acquisition Sub's obligations set forth in the Agreement, including, without limitation, under SECTION 1.1, Acquisition Sub shall not be required to accept for payment or, to pay for any Shares not theretofore accepted for payment or paid for, and may terminate the Offer at any time if, at any time on or after the date of the Agreement and before the acceptance of such Shares for payment or the payment therefor, any of the following conditions exists (other than as a result of any action or inaction of Purchaser or any of its Subsidiaries that constitutes a breach of this Agreement):

Offer Conditions. Notwithstanding any other term terms of the Offer, but subject, Offer and in all cases addition to Purchaser's ’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and Acquisition Sub's obligations set forth under the Agreementapplicable law, includingPurchaser is not required, without limitation, under SECTION 1.1, Acquisition Sub shall and Lilly is 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) under the 1934 Act (relating to Acquisition Sub's obligation to promptly pay for or return tendered Shares after the termination or withdrawal of the Offer)Exchange Act, to pay for any Table of Contents Shares tendered pursuant to the Offer unless (iand not theretofore accepted for payment or paid for), if (a) there shall not have been validly tendered (and not withdrawn validly withdrawn) prior to the then-scheduled expiration of the Offer such the number of Shares that wouldthat, when combined with any added to the Shares held then owned by the Xxxxx or Purchaser, Acquisition Sub would represent a majority of the Shares outstanding as of immediately following the consummation of the Offer (the “Minimum Tender Condition”); and (b) any applicable waiting period (or any of their affiliates, constitute ninety percent (90%extension thereof) of the aggregate outstanding Shares (the "MINIMUM CONDITION"), (ii) any waiting period under the HSR Act applicable to and the Offer anti-competition laws of Germany and Austria shall not have expired or otherwise been terminated prior to the expiration of the Offer, (iii) the Financing Condition shall have been satisfied, and (iv) the Company shall have delivered pay-off letters, in form annexed hereto from (x) SunTrust Bank, Central Florida, N.A. and Bank Austria Creditanstalt Corporate Finance, Inc. and (y) the CIT Group/Business Credit, Inc., with respect to the Company's Indebtedness (the "PAY-OFF LETTER CONDITION"“Antitrust Condition”). Furthermore, notwithstanding any other term of the Offer, but subject, in all cases, to Purchaser's and Acquisition Sub's obligations set forth in Offer or the Merger Agreement, includingPurchaser shall not be required to, without limitation, under SECTION 1.1, Acquisition Sub and Lilly shall not be required to cause Purchaser to, accept for payment or, subject as aforesaid, to pay for any Shares not theretofore accepted for payment or paid for, and may terminate the Offer at any time for if, at any time on or after the date then-scheduled expiration of the Agreement and before the acceptance of such Shares for payment or the payment thereforOffer, any of the following conditions exists (other than as a result of any action or inaction of Purchaser or any of its Subsidiaries that constitutes a breach of this Agreement):exists:

Offer Conditions. Notwithstanding any other term terms of the Offer, but subject, in all cases to Purchaser's and Acquisition Sub's obligations set forth under Offer or the Merger Agreement, includingPurchaser is not required, without limitation, under SECTION 1.1, Acquisition Sub shall and Lilly is 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) under the 1934 Exchange Act (relating to Acquisition Sub's Purchaser’s obligation to promptly pay for or return tendered Shares shares of Loxo Oncology Common Stock promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless (ia) there shall have been validly tendered in the Offer (and not withdrawn properly withdrawn) prior to the expiration of the Offer such the number of Shares (excluding shares tendered pursuant to guaranteed delivery procedures that would, when combined with any Shares held have not yet been “received” by the Purchaser“depository”, Acquisition Sub or any of their affiliates, constitute ninety percent (90%as such terms are defined by Section 251(h) of the aggregate DGCL) that, when added to the Shares then owned by Lilly, Purchaser or any other subsidiary of Lilly, would represent a majority of the Shares outstanding Shares as of immediately following the consummation of the Offer (the "MINIMUM CONDITION"such condition in this clause (a), the “Minimum Tender Condition”); and (iib) any the waiting period under the HSR Act applicable to the Offer shall have either expired or been terminated prior to (such condition in this clause (b), the expiration of the Offer, (iii) the Financing Condition shall have been satisfied, and (iv) the Company shall have delivered pay-off letters, in form annexed hereto from (x) SunTrust Bank, Central Florida, N.A. and Bank Austria Creditanstalt Corporate Finance, Inc. and (y) the CIT Group/Business Credit, Inc., with respect to the Company's Indebtedness (the "PAY-OFF LETTER CONDITION"“Antitrust Condition”). Furthermore, notwithstanding any other term of the Offer, but subject, in all cases, to Purchaser's and Acquisition Sub's obligations set forth in Offer or the Merger Agreement, includingPurchaser shall not be required to, without limitation, under SECTION 1.1, Acquisition Sub and Lilly shall not be required to cause Purchaser to, accept for payment or, subject as aforesaid, to pay for any Shares not theretofore accepted for payment or paid for, and may terminate the Offer at any time for if, at any time on or after the date then-scheduled expiration of the Agreement and before the acceptance of such Shares for payment or the payment thereforOffer, any of the following conditions exists (other than as a result of any action or inaction of Purchaser or any of its Subsidiaries that constitutes a breach of this Agreement):exists: