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

Terms and Conditions of the Offer. The obligations of Sub to, and of Parent to cause 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 Sub, and Parent and 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 Sub only with the prior written consent of the Company. Parent and 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, Sub shall not, and Parent shall not permit 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, or (vi) extend the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d).

Terms and Conditions of the Offer. The obligations obligation of Sub Purchaser to, and of Parent to cause Sub Purchaser to, accept for payment, payment and pay for, any shares of Company Common Stock for Shares tendered pursuant to the Offer are shall be subject only to the satisfaction (or waiver by Parent and Purchaser) of the conditions set forth in Annex I A hereto (the “Offer Conditions”). The Offer Conditions are for To the sole benefit of extent permitted by applicable Law, Parent and Sub, and Parent and 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 Sub only with the prior written consent of the Company. Parent and Sub Purchaser expressly reserve the right to waive any of the Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer Price or and 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 no change may be made without the prior written consent of the Company in writing, Sub shall not, and Parent shall not permit Sub to, that (i) reduce decreases the price per Share payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iiiv) reduce imposes conditions to the Offer Price, (iii) change in addition to the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender ConditionOffer Conditions, (v) add to amends, modifies or waives the Minimum Condition, (vi) modifies or amends any of the Offer Conditions or amend, modify or supplement any Offer Condition, or (vi) extend the expiration date of the Offer in any manner other than adverse to the holders of Shares or (vii) except as provided in accordance with Section 1.1(c), extends the terms of Section 1.01(d)Initial Offer Expiration Date.

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 tendered pursuant to the Offer are subject only to the conditions set forth in Annex I Exhibit A (the “Offer Conditions”). The Offer Conditions are for Merger Sub expressly reserves the sole benefit of Parent and Sub, and Parent and Sub may waive, in whole or in part, any Offer Condition right (but is not obligated to) at any time and from time to timetime in its sole discretion to waive any Offer Condition or modify the terms of the Offer, in their sole discretionexcept that, other than the Minimum Tender Condition, which may be waived by Parent and Sub only with without the prior written consent of the Company. Parent and 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 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 Price, (iii) modify or waive the Minimum Tender Condition or the Offer Condition set forth in clause (iv) of Exhibit A, (iv) add to the Offer Conditions or otherwise modify any Offer Condition in a manner adverse to the holders of Shares, (v) extend the Offer (except as required or permitted by the other provisions of this Section 2.01) or (vi) 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, or (vi) extend the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d).

Terms and Conditions of the Offer. The obligations of Sub to, and of Parent to cause 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 Sub, and Parent and 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 Sub only with the prior written consent of the Company. Parent and 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, Sub shall not, and Parent shall not permit 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 ConditionCondition in any manner adverse to the holders of Company Common Stock, or (vi) extend the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d).

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 and shall be subject only to the conditions set forth in Annex I Exhibit A (the “Offer Conditions”). The Offer Conditions are for Merger Sub expressly reserves the sole benefit of Parent and Sub, and Parent and Sub may waive, in whole or in part, any Offer Condition right (but is not obligated to) at any time and from time to timetime in its sole discretion to waive any Offer Condition or modify the terms of the Offer, in their sole discretionexcept that, other than the Minimum Tender Condition, which may be waived by Parent and Sub only with without the prior written consent of the Company. Parent and 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 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 Price, (iii) modify or waive the Minimum Tender Condition or the Termination Condition, (iv) add to the Offer Conditions or otherwise modify or waive any term of the Offer in a manner adverse to the Company (prior to the consummation of the Offer) or the holders of Shares, (v) extend the Offer (except as required or permitted by the other provisions of this Section 2.01), (vi) 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, or (vivii) extend the expiration date of the Offer in provide for a “subsequent offering period” (or any manner other than extension thereof) in accordance with Rule 14d-11 under the terms of Section 1.01(d)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 tendered pursuant to the Offer are subject only to the conditions set forth in Annex I Exhibit A (the “Offer Conditions”). The Offer Conditions are for Merger Sub expressly reserves the sole benefit of Parent and Sub, and Parent and Sub may waive, in whole or in part, any Offer Condition right (but is not obligated to) at any time and from time to timetime in its sole discretion to waive any Offer Condition or modify the terms of the Offer, in their sole discretionexcept that, other than the Minimum Tender Condition, which may be waived by Parent and Sub only with without the prior written consent of the Company. Parent and 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 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 Price, (iii) modify or waive the Minimum Tender Condition or the Offer Condition set forth in clause (iv) of Exhibit A, (iv) add to the Offer Conditions or otherwise modify or waive any term of the Offer in a manner adverse to the Company (prior to the consummation of the Offer) or the holders of Shares, (v) extend the Offer (except as required or permitted by the other provisions of this Section 2.01), (vi) 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, or (vivii) extend the expiration date of the Offer in provide for a “subsequent offering period” (or any manner other than extension thereof) in accordance with Rule 14d-11 under the terms of Section 1.01(d)Exchange Act.