Common use of Terms and Conditions of the Offer Clause in Contracts

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Annex I (the “Offer Conditions”). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminate, extend or otherwise amend or modify the expiration date of the Offer in any manner other than in accordance with the terms of this Agreement.

Terms and Conditions of the Offer. The obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and Merger Subthe other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, and Parent and Merger Sub may waive, in whole or in part, (ii) waive any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided in by this Agreement or previously approved by Agreement, without the Company in writingprior written consent of the Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) amend, modify or waive the Minimum Tender Condition or the Termination Condition, (vG) add to extend or otherwise change the Offer Conditions or amend, modify or supplement any Offer Condition Expiration Date in a manner materially adverse to any holder of Company Common Stock, other than as required or permitted by this Agreement or (viH) terminate, extend provide any “subsequent offering period” within the meaning of Rule 14d‑11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or otherwise amend or modify the expiration date any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of this AgreementSection 8.1.

Terms and Conditions of the Offer. The obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and Merger Subthe other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, and Parent and Merger Sub may waive, in whole or in part, (ii) waive any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided in by this Agreement or previously approved by Agreement, without the Company in writingprior written consent of the Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) amend, modify modify, change or waive the Minimum Tender Condition, the Termination Condition or the condition set forth in clause (vg) add to of Annex I, (G) terminate the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminateaccelerate, extend or otherwise amend or modify change the expiration date of the Offer in any manner other than Expiration Date, except in accordance with Section 2.1(c) or Section 2.1(d) or (H) provide any “subsequent offering period” within the terms meaning of this AgreementRule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for paymentpurchase, and pay for, any shares of Company Common Stock all Shares tendered pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the prior satisfaction or waiver of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex I A (collectively, the “Offer Conditions”). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may expressly reserves the right (but is not obligated to) at any time and from time to time in its sole discretion to waive, in whole or in part, any Offer Condition at any time and from time to time, or modify the terms of the Offer (including by increasing the Per Share Amount) in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent each case only (and Merger Sub only shall not do so except) in a manner not inconsistent with the terms of this Agreement; provided, however, without the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought Shares subject to be purchased in the Offer, (ii) reduce the Offer PricePer Share Amount (except to the extent required pursuant to Section 2.09), (iii) amend, modify, supplement or waive the Minimum Tender Condition or the Termination Condition, (iv) add to or amend, modify or supplement any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the Offer in any individual case in any manner adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Merger Sub to consummate the Offer, (vi) extend or otherwise change the Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.01), (vii) change the form of consideration payable in the Offer, (ivviii) amend, modify provide for any “subsequent offering period” (or waive any extension of any thereof) within the Minimum Tender Condition, (v) add to meaning of Rule 14d-11 under the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, Exchange Act or (viix) terminate, extend take any action (or otherwise amend or modify fail to take any action) that would result in the expiration date Merger not being permitted to be effected pursuant to Section 251(h) of the Offer in any manner other than in accordance with the terms of this AgreementDGCL.

Terms and Conditions of the Offer. The obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the satisfaction of the Minimum Condition, the Termination Condition, and the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Purchaser to terminate, extend or modify the Offer in accordance with the terms of this Agreement). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Merger Subthe other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, and Parent and Merger Sub may waive, in whole or in part, (ii) waive any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided notwithstanding anything to the contrary contained in this Agreement or previously approved by Agreement, without the Company in writingprior written consent of the Company, Merger Sub shall not, Parent and Parent Purchaser shall not permit Merger Sub to(A) decrease the Closing Amount or amend the terms of the CVR or the CVR Agreement, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Tender Condition, Termination Condition or the conditions set forth in clause (ve) add to or (g) of Annex I, (F) otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to that adversely affects any holder of Company Common Stock, Shares in its capacity as such or (viG) terminateterminate the Offer or accelerate, extend or otherwise amend change the Expiration Date, in each case, except as provided in Section 1.1(c) or modify 1.1(d) of this Agreement. The Offer may not be withdrawn prior to the expiration date Expiration Date (or any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of this AgreementSection 8.

Terms and Conditions of the Offer. The obligations obligation of Merger Sub to, to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Merger Sub to, to accept for paymentpayment and to pay for any Shares tendered) in the Offer shall be subject only to: (i) the condition that, prior to the then scheduled expiration date of the Offer (as it may be extended from time to time pursuant to Section 2.1(d)), there be validly tendered in accordance with the terms of the Offer and not withdrawn a number of Shares that, together with the Shares then owned by Parent and Merger Sub (if any), and pay for, without giving effect to any treasury shares of Company Common Stock tendered pursuant to Stock, represents more than fifty percent (50%) of the Offer are subject to Adjusted Outstanding Share Number (the “Minimum Condition”); and (ii) the other conditions set forth in Annex I A hereto (together with the Minimum Condition, the “Tender Offer Conditions”). The conditions to the Offer Conditions set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub, Sub and may be waived by Parent and Merger Sub may waiveSub, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub shall not, and Parent shall not permit Merger Sub tomay make any change to the terms or conditions of the Offer that (A) decreases the Offer Price, (iB) reduce changes the form of consideration to be paid in the Offer, (C) reduces the number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iiD) reduce imposes conditions to the Offer Pricein addition to the conditions to the Offer set forth in Annex A hereto, (iiiE) change amends the form conditions to the Offer set forth in Annex A hereto so as to broaden the scope of consideration payable in such conditions to the Offer, (ivF) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminate, extend or otherwise amend or modify the expiration date of extends the Offer in any manner other than pursuant to and in accordance with the terms of this AgreementSection 2.1(d), (G) amends or waives the Minimum Condition, or (H) otherwise amends any other term or condition of the Offer in a manner adverse to the holders of Shares.

Terms and Conditions of the Offer. The obligations obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, payment and to pay for, for any shares of Company Common Stock tendered in the Offer and not withdrawn shall be subject only to: (i) the condition that, prior to the then scheduled expiration date of the Offer (as it may be extended from time to time pursuant to Section 2.1(d)), there be validly tendered in accordance with the terms of the Offer are subject and not withdrawn a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any), represent a majority of the sum of (x) the number of shares of Company Common Stock then issued and outstanding plus (y) all shares of Company Common Stock that the Company may be required to issue on or prior to the Closing (regardless of when occurring) as a result of the vesting (including vesting solely as a result of the consummation of the Offer), conversion or exercise of Company Options and other derivative securities, including warrants, options (other than the Top-Up Option), convertible or exchangeable securities or other rights to acquire Company Common Stock (including any shares of Company Preferred Stock remaining outstanding), regardless of the conversion or exercise price or other terms and conditions thereof (the “Minimum Condition”); and (ii) the other conditions set forth in Annex I A hereto. The conditions to the Offer set forth in Annex A hereto (the “Offer Conditions”). The Offer Conditions ) are for the sole benefit of Parent and Merger Sub, Sub and may be waived by Parent and Merger Sub may waiveSub, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company, in each case subject to the terms and conditions of this Agreement and the applicable rules and regulations of the SEC. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writingwriting (in its sole discretion), neither Parent nor Merger Sub shall not, and Parent shall not permit Merger Sub to, may make any change to the terms or conditions of the Offer that (i) reduce decreases the Offer Price, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add imposes conditions to the Offer Conditions in addition to the conditions to the Offer set forth in Annex A hereto or amend, modify or supplement modifies the conditions set forth in Annex A hereto in any Offer Condition in a manner way that is materially adverse to any holder the holders of Company Common Stock, or (viv) terminate, extend amends or otherwise amend or modify waives the expiration date of the Offer in any manner other than in accordance with the terms of this AgreementMinimum Condition.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the CompanyCompany in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in to the terms and conditions of the Offer; provided, however, provided that unless otherwise expressly provided in this Agreement herein or previously approved by the Company in writingwriting (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition Condition, in a any manner materially adverse to the Company or any holder of Company Common Stock, Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (vi) terminate, extend or otherwise amend or modify change the expiration date of the Offer in any manner other than in accordance with the terms of this AgreementSection 1.01(d).

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Annex I (the “Offer Conditions”). The Offer Conditions are for the sole benefit of Parent and Merger Acquisition Sub, and may be asserted by Parent and Merger Acquisition Sub may waiveor waived by Parent or Acquisition Sub, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Acquisition Sub only with the prior written consent of the Company. Parent and Merger Acquisition Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Merger Acquisition Sub shall not, and Parent shall not permit Merger Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought subject to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminate, terminate the Offer or extend or otherwise amend or modify the expiration date of the Offer in any manner other than in accordance compliance with the terms of this AgreementAgreement or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and Merger Sub, and Parent and the other Offer Conditions. Merger Sub may waive, in whole expressly reserves the right to (i) increase the Offer Price or in part, (ii) waive any Offer Condition at any time and from time to time, in their sole discretion, (other than the Minimum Tender Condition and the Termination Condition); provided, which may be waived that unless otherwise provided by Parent and Merger Sub only with this Agreement, without the prior written consent of the Company. , neither Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, nor Merger Sub shall not, and Parent shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amenddecrease the number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that would, or would reasonably be expected to, adversely affect any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions (except to effect an extension of the Offer to the extent expressly permitted or required by this Section 1.1), (F) change or waive the Minimum Tender Condition, (vG) add to extend or otherwise change the Offer Conditions or amend, modify or supplement any Offer Condition Expiration Date in a manner materially adverse to any holder of Company Common Stock, other than as required or permitted by this Agreement or (viH) terminate, extend provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be terminated or otherwise amend withdrawn prior to the Expiration Date (or modify the expiration date any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of this AgreementSection 8.1.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the satisfaction or waiver of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit “Offer to Purchase”) that contains the terms and conditions of Parent the Offer set forth in this Agreement, including the Minimum Condition, the Termination Condition and Merger Sub, and Parent and the other Offer Conditions. Merger Sub may expressly reserves the right (but is not obligated to) at any time and from time to time in its sole discretion to waive, in whole or in part, any Offer Condition at any time and from time to timeor modify the terms of the Offer (including by increasing the Per Share Price), in their sole discretioneach case, other than the Minimum Tender Condition, which may be waived by Parent only (and Merger Sub only shall not do so except) in a manner not inconsistent with the terms of this Agreement, except that, for the avoidance of doubt, without the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought subject to be purchased in the Offer, (ii) reduce the Offer Per Share Price, (iii) directly or indirectly amend, modify, supplement or waive the Minimum Condition or the Termination Condition, (iv) directly or indirectly amend, modify or supplement any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the Offer in any individual case in any manner that is adverse to the holders of shares of Company Common Stock or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent, Merger Sub or the Company to consummate the Offer or the Merger, (vi) terminate the Offer or accelerate, extend or otherwise change the Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.1), (vii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (viviii) terminate, extend provide for any “subsequent offering period” (or otherwise amend or modify any extension thereof) within the expiration date meaning of Rule 14d-11 promulgated under the Offer in any manner other than in accordance with the terms of this AgreementExchange Act.

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Annex I A (the “"Offer Conditions”"). The Offer Conditions are for the sole benefit of Parent and Merger Acquisition Sub, and Parent and Merger Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Acquisition Sub only with the prior written consent of the Company, and may be asserted by Parent or Acquisition Sub regardless of the circumstances giving rise to any such conditions other than as a result of a breach by Parent or Acquisition Sub. Parent and Merger Acquisition Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Merger Acquisition Sub shall not, and Parent shall not permit Merger Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminateterminate the Offer, or extend or otherwise amend or modify the expiration date of the Offer Offer, in any manner other than in accordance compliance with the terms of this AgreementAgreement or (vii) except as provided in Section 2.1(d), provide any "subsequent offering period" within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Annex I (the “Offer Conditions”). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which is non-waivable and may not be waived by Parent and Merger Sub only with the prior written consent of the Companyamended or modified. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writingwriting (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, or amend, modify or waive clauses (b), (c)(i) or (c)(ii) of the Offer Conditions, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a any manner materially that is or would reasonably be expected to be adverse to any holder of Company Common Stockthe Unaffiliated Stockholders, or (vi) terminate, accelerate, limit or extend or otherwise amend or modify the expiration date of the Offer in any manner other than in accordance with the terms of this AgreementSection 1.01(d).

Terms and Conditions of the Offer. The obligations of Merger Sub to, to (and of Parent to cause Merger Sub to, ) accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer are shall be subject to the satisfaction or waiver (to the extent permitted under applicable Laws) of the conditions set forth in Annex I (collectively, the “"Offer Conditions”"). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent "Offer to Purchase") that contains the terms set forth in this Agreement, the Minimum Tender Condition, the Termination Condition and Merger Sub, and Parent and the other Offer Conditions. Merger Sub may waive, in whole or in part, any Offer Condition expressly reserves the right to (but is not obligated to) at any time and from time to time, time in their its sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to discretion (i) increase the amount of cash constituting the Offer Price or Price, (ii) waive any Offer Condition (to waive or the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided notwithstanding anything to the contrary contained in this Agreement or previously approved by Agreement, without the Company in writingprior written consent of the Company, Parent and Merger Sub shall notnot (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Parent shall not permit Merger Sub toto increase the cash consideration payable in the Offer), (iC) reduce decrease the maximum number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iiD) reduce impose conditions or requirements to the Offer Pricein addition to the Offer Conditions, (iii) change the form of consideration payable in the Offer, (ivE) amend, modify or waive the Minimum Tender Condition or Termination Condition, (vF) add to otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to that adversely affects any holder of Company Common StockShares in its capacity as such, or (viG) terminateterminate the Offer or accelerate, extend or otherwise amend change the Expiration Time, in each case, except as provided in Section 1.1(c), 1.1(d) or modify 1.1(e). The Offer may not be withdrawn prior to the expiration date Expiration Time (or any rescheduled Expiration Time) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of this AgreementARTICLE VII.

Terms and Conditions of the Offer. The obligations obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, payment and to pay for, for any shares of Company Common Stock tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any shares of Company Common Stock tendered) in the Offer and not withdrawn shall be subject only to: (i) the condition that, prior to the then scheduled expiration date of the Offer (as it may be extended from time to time pursuant to Section 2.1(d) hereof), there be validly tendered in accordance with the terms of the Offer are subject and not withdrawn a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any) represents a majority of the sum of (x) the number of shares of Company Common Stock then issued and outstanding plus (y) all shares of Company Common Stock which the Company may be required to issue as of such date upon the vesting (including vesting solely as a result of the consummation of the Offer or the Merger), conversion or exercise of all Company Options, Company Restricted Stock Units and other derivative securities, including warrants, options (other than the Top-Up Option), convertible or exchangeable securities or other rights to acquire Company Common Stock, regardless of the conversion or exercise price or other terms and conditions thereof (the “Minimum Condition”); and (ii) the other conditions set forth in Annex I (the “Offer Conditions”)A hereto. The conditions to the Offer Conditions set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub, Sub and may be waived by Parent and Merger Sub may waiveSub, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company, in each case on the terms and subject to the conditions of this Agreement and the applicable rules and regulations of the SEC. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in to the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub shall not, and Parent shall not permit Merger Sub tomay make any change to the terms or conditions of the Offer that (A) decreases the Offer Price, (iB) reduce changes the form of consideration to be paid in the Offer, (C) reduces the number of shares of Company Common Stock sought to be purchased in the Offer, (iiD) reduce modifies the Offer Price, (iii) change or the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminate, extend or otherwise amend or modify the expiration date conditions of the Offer in any a manner other than adverse to the stockholders of the Company or imposes conditions to the Offer in accordance with addition to the terms conditions to the Offer set forth in Annex A hereto, (E) except as provided in Section 2.1(d), extends the expiration time of this Agreementthe Offer beyond the initial expiration time of the Offer, or (F) amends or waives the Minimum Condition.

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, accept for payment, and pay for, any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer are subject to the conditions set forth in Annex I A (the “Offer Conditions”). The Offer Conditions Conditions, other than the Minimum Tender Condition, are for the sole benefit of Parent and Merger Acquisition Sub, and Parent and Merger Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Acquisition Sub only with the prior written consent of the Company. Parent and Merger Acquisition Sub expressly reserve the right to increase the Offer Price Merger Consideration or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Merger Acquisition Sub shall not, and Parent shall not permit Merger Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer PriceCash Consideration or the number of CVRs to be issued per share of Company Common Stock or amend the terms of the CVR or the CVR Agreement in a manner that is adverse to the interests of the holders of CVRs, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminateterminate the Offer, or extend or otherwise amend or modify the expiration date of the Offer Offer, in any manner other than in accordance compliance with the terms of this AgreementAgreement or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, accept for payment, and pay for, any shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer are subject to the conditions set forth in Annex I A (the “Offer Conditions”). The Offer Conditions are for the sole benefit of Parent and Merger Acquisition Sub, and Parent and Merger Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Acquisition Sub only with the prior written consent of the Company. Parent and Merger Acquisition Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Merger Acquisition Sub shall not, and Parent shall not permit Merger Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the any Offer Conditions Condition or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminateterminate the Offer, or extend or otherwise amend or modify the expiration date of the Offer in any manner other than in accordance compliance with the terms of this AgreementAgreement or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act, unless, in the case of this clause (vii), the exercise of the Top-Up would be insufficient to cause Parent to reach the Short-Form Threshold or the Top-Up is otherwise held by a court of competent jurisdiction to be unenforceable or is enjoined by such court.

Terms and Conditions of the Offer. The obligation of Merger Sub to accept for payment and to pay for any shares of Company Common Stock tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any shares of Company Common Stock tendered) in the Offer and not withdrawn shall be subject only to: (i) the condition that, at the then scheduled expiration of the Offer (as it may be extended from time to time pursuant to Section 2.1(d) hereof), there be validly tendered in accordance with the terms of the Offer and not withdrawn a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any) represents more than sixty-six and two-thirds percent (66- 2/3%) of the sum of (x) the number of shares of Company Common Stock then issued and outstanding plus (y) all shares of Company Common Stock that the Company may be required to issue on or prior to the Closing as a result of the conversion or exercise of Company Options, Company Stock Units and other derivative securities, including warrants, options (other than the Top-Up Option), convertible or exchangeable securities or other rights to acquire Company Common Stock (the “Minimum Condition”); and (ii) the other conditions set forth in Annex A hereto. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, payment any shares of Company Common Stock tendered pursuant to the Offer are shall be subject only to the Minimum Condition and those conditions to the Offer set forth in Annex I (the “Offer Conditions”)A hereto. The conditions to the Offer Conditions set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub, Sub and may be waived by Parent and Merger Sub may waiveSub, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company, in each case subject to the terms and conditions of this Agreement and the applicable rules and regulations of the SEC. Parent and Merger Sub expressly reserve the right right, subject to Sections 2.1(d) and 2.1(g), to increase the Offer Price or to waive or make any other changes in the terms and conditions of to the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub shall not, and Parent shall not permit Merger Sub to(A) decrease the Offer Price, (iB) change the form of consideration to be paid in the Offer, (C) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (iiD) reduce impose conditions to the Offer Pricein addition to the conditions to the Offer set forth in Annex A hereto, (iiiE) change extend the form of consideration payable Offer other than in the Offera manner pursuant to, and in accordance with, Section 2.1(d), (ivF) amend, modify amend or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (viG) terminate, extend or otherwise amend or modify any of the expiration date terms and conditions of the Offer in any manner other than in accordance with adverse to the terms of this AgreementCompany Shareholders.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of Parent Purchaser to cause Merger Sub to, accept for paymentpurchase, and pay for, any shares of Company Common Stock all Shares tendered pursuant to the Offer are subject to the prior satisfaction or waiver (to the extent waiver is permitted under applicable law) of the conditions set forth in Annex I (Section 15 — “Conditions of the “Offer.” The conditions to the Offer Conditions”). The Offer Conditions are for the sole benefit of Parent and Merger SubPurchaser, and Parent and Merger Sub Purchaser may waive, in whole or in part, any condition to the Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition or the Termination Condition, which which, in the case of the Minimum Tender Condition, may be waived by Parent and Merger Sub only Purchaser with the prior written consent of the Company. Parent and Merger Sub Purchaser expressly reserve the right right, at any time to waive, in whole or in part, any Offer condition (other than the Minimum Tender Condition and the Termination Condition), to increase the Offer Price or to waive or make any other changes in modify the terms and conditions of the Offer; provided, howeverin each case only in a manner not inconsistent with the Merger Agreement, except that unless otherwise provided in this Agreement or previously approved by Parent and Purchaser are not permitted (without the Company in writing, Merger Sub shall not, and Parent shall not permit Merger Sub to, prior written consent of the Company) to (i) reduce the number of shares of Company Common Stock sought Shares subject to be purchased in the Offer, (ii) reduce the Offer Price, (iii) Price or change the form of consideration payable in pursuant to the Offer, (iviii) change, amend, modify or waive the Minimum Tender Condition, (viv) add to the Offer Conditions conditions or impose any other conditions or requirements on the Offer, (v) change, amend, modify or supplement any existing Offer Condition condition in a manner materially that is adverse in any respect to any holder the holders of Company Common StockShares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or the Merger (except to effect an extension to the Offer to the extent expressly permitted the Merger Agreement or to validly terminate the Merger Agreement in accordance with Article VII of the Merger Agreement) or impair the ability of Parent or Purchaser to TABLE OF CONTENTS consummate the Offer, (vi) terminateexcept as otherwise required or expressly permitted by the Merger Agreement, extend or otherwise change, amend or modify the expiration date Offer Expiration Time, (vii) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act, (viii) terminate the Offer or (ix) otherwise change, amend, modify or supplement the Offer in any manner other than adverse to the holders of Shares or in any manner that delays, interferes with, hinders or impairs the consummation of the Offer. Subject to certain exceptions in the Merger Agreement, the Offer may not be terminated or withdrawn prior to its scheduled Offer Expiration Time (as extended and re-extended in accordance with the terms Merger Agreement), unless the Merger Agreement is terminated in accordance with Article VII of this the Merger Agreement.

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, accept for payment, payment and pay for, any for shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Annex I (the “Offer Conditions”). The Offer Conditions are for the sole benefit of Parent and Merger Acquisition Sub, and Parent and Merger Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Acquisition Sub only with the prior written consent of the Company. Parent and Merger Acquisition Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Merger Acquisition Sub shall not, and Parent shall not permit Merger Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (vi) terminateterminate the Offer, or extend or otherwise amend or modify the expiration date of the Offer in any manner other than in accordance compliance with the terms of this Agreement, (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act, or (viii) take any action inconsistent with Exchange Act Rule 14d-10 or any other applicable Law or Order. Each holder of shares of Company Restricted Stock may tender pursuant to the Offer all, but not fewer than all, shares of Company Restricted Stock owned by them and, if validly tendered and accepted for payment, the forfeiture restrictions pertaining thereto shall terminate immediately upon AGREEMENT AND PLAN OF MERGER acceptance for payment, and all such shares so tendered and accepted shall be entitled to receive the Offer Price as payment therefor. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer.

Terms and Conditions of the Offer. The obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and Merger Sub, the other Offer Conditions. Purchaser and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to (i) increase the Offer Price or to Price, (ii) waive or any Offer Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided in by this Agreement or previously approved by Agreement, without the Company in writingprior written consent of the Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amenddecrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Tender Condition, (vG) add to extend or otherwise change the Offer Conditions or amend, modify or supplement any Offer Condition Expiration Date in a manner materially adverse to any holder of Company Common Stock, other than as required or permitted by this Agreement or (viH) terminate, extend provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or otherwise amend or modify the expiration date any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of this AgreementSection 8.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the satisfaction or waiver of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Merger Sub, and Parent and the other Offer Conditions. Merger Sub may expressly reserves the right (but is not obligated to) at any time and from time to time in its sole discretion to (i) waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent (ii) increase the Per Share Price or (iii) otherwise modify the terms of the Offer only (and Merger Sub only shall not do so except) in a manner not inconsistent with the terms of this Agreement, except that, without the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided in this Agreement or previously approved by the Company in writing, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the OfferOffer (other than in each case an adjustment made pursuant to Section ‎2.1(i)), (ii) reduce the Offer PricePer Share Price (other than in each case an adjustment made pursuant to Section ‎2.1(i)), (iii) amend, modify, supplement or waive the Minimum Condition or the Termination Condition, (iv) directly or indirectly amend, modify or supplement any Offer Condition, (v) amend, modify or supplement any other term of the Offer in any manner that is or would reasonably be expected to be adverse to the holders of shares of Company Common Stock in their capacities as such, (v) amend, modify or supplement any term of the Offer in any individual case that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Merger Sub or the Company to consummate the Offer or the Merger, (vi) terminate the Offer (unless this Agreement is terminated in accordance with Section ‎8.1), accelerate, extend or otherwise change the Offer Expiration Time (in each case, except as expressly required or permitted by the other provisions of this Section ‎2.1), (vii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner materially adverse to any holder of Company Common Stock, or (viviii) terminate, extend provide for any “subsequent offering period” (or otherwise amend or modify any extension of any thereof) within the expiration date meaning of Rule 14d-11 promulgated under the Offer in any manner other than in accordance with the terms of this AgreementExchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and Merger Subthe other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, and Parent and Merger Sub may waive, in whole or in part, (ii) waive any Offer Condition at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided in by this Agreement or previously approved by Agreement, without the Company in writingprior written consent of the Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amenddecrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects, or could reasonably be expected to adversely affect, any holder of Shares or that could, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Tender Condition, (vG) add to extend or otherwise change the Offer Conditions or amend, modify or supplement any Offer Condition Expiration Date in a manner materially adverse to any holder of Company Common Stock, other than as required or permitted by this Agreement or (viH) terminate, extend provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or otherwise amend or modify the expiration date any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of this AgreementSection 8.