Common use of Terms of Offer; Conditions to Offer Clause in Contracts

Terms of Offer; Conditions to Offer. Provided that (i) this Agreement shall not have been terminated pursuant to Article IX and (ii) none of the events set forth in clauses (C)(1) – (C)(7) of Annex A hereto, inclusive, shall have occurred and be continuing, then as promptly as practicable after the date hereof (but in no event more than ten (10) Business Days thereafter), Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(b), equal to the Offer Price. The obligation of Merger Sub to accept for payment and to pay for any Company Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Company Shares tendered) shall be subject only to (i) the condition (the “Minimum 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time to time pursuant to Section 2.1(c)), there be validly tendered in accordance with the terms of the Offer and not withdrawn a number of shares of Company Common Stock that, together with the Company Shares then owned by Parent and Merger Sub (if any), represents at least a majority of (x) all then outstanding Company Shares, plus (y) all Company Shares issuable upon the exercise of all then outstanding Company Options that (A) are vested and exercisable as of any then scheduled expiration date of the Offer or that would be vested and exercisable at any time within 120 calendar days following the then scheduled expiration date of the Offer assuming that the holder of such Company Options satisfies the vesting conditions applicable thereto (and after giving effect to the acceleration of any vesting that may occur as a result of the Offer), and (B) have an exercise price that is less than the Offer Price, plus, (z) all Company Shares issuable upon the exercise, conversion or exchange of any then outstanding securities (other than Company Options) that are exercisable or convertible into, or exchangeable for, Company Shares and (ii) the other conditions set forth in Annex A hereto. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that (A) decreases the Offer Price, (B) changes the form of consideration to be paid in the Offer, (C) reduces the number of Company Shares to be purchased in the Offer, (D) imposes conditions to the Offer in addition to the conditions to the Offer set forth in Annex A hereto, (E) amends the conditions to the Offer set forth in Annex A hereto so as to broaden the scope of such conditions to the Offer, (F) amends the conditions to the Offer set forth in Annex A hereto in any manner that is adverse to the holders of Company Shares, (G) extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 2.1(c), or (H) amends or waives the Minimum Condition. The conditions to the Offer set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub and 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, other than (x) the Minimum Condition, and (y) the conditions set forth in clause (A), (C)(3) and (C)(4) of Annex I hereto if the directors or officers of the Company would be reasonably likely to have any material liability as a result of a waiver thereof (after taking into account the indemnification and insurance provisions set forth this Agreement for the benefit of such directors and officers), any of which conditions described in the preceding clauses (x) and

Terms of Offer; Conditions to Offer. Provided that (i) this Agreement shall not have been terminated pursuant to Article IX and (ii) none of the events set forth in clauses (C)(1) – (C)(7) of Annex A heretoVII hereof, inclusive, shall have occurred and be continuing, then as promptly as practicable after the date hereof and on a date reasonably acceptable to the Company (but in no event more than ten (10) Business Days thereafter), Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Company Shares Common Stock at a price per share of Company ShareCommon Stock, subject to the terms of Section 2.1(b)1.1(b) hereof, equal to the Offer Price, without interest. The obligation of Merger Sub to accept for payment and to pay for any Company Shares Common Stock tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Company Shares Common Stock tendered) shall be subject only to (i) the condition (the “Minimum 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(c)1.1(c) 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 all other shares of Company Shares Common Stock then owned by Parent and Merger Sub (if any), represents at least a majority of (x) all then outstanding shares of Company SharesCommon Stock, plus (y) all shares of Company Shares Common Stock issued or issuable upon the exercise of all then outstanding Company Options that (A) are vested and exercisable as of any then scheduled expiration date of the Offer or that would be vested and exercisable at any time within 120 calendar days following the then scheduled expiration date of the Offer assuming that the holder of such Company Options satisfies the vesting conditions applicable thereto (and after giving effect to the acceleration of any vesting that may occur as a result of the Offer), and (B) have with an exercise price that is equal to or less than the Offer Price$17.87, plus, plus (z) all shares of Company Shares Common Stock issued or issuable upon the exercise, conversion or exchange of any then outstanding other securities or other rights (other than the Company Options) that are exercisable or exercisable, convertible into, or exchangeable for, for shares of Company Shares Common Stock and (ii) the other conditions set forth in Annex A C hereto. Parent and Merger Sub expressly reserve the right right, subject to compliance with the Exchange Act, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that (A) decreases the Offer Price, (B) changes the form of consideration to be paid in the Offer, (C) reduces the number of shares of Company Shares Common Stock to be purchased in the Offer, (D) imposes conditions to the Offer in addition to the conditions to the Offer set forth in Annex A C hereto, (E) amends the conditions to the Offer set forth in Annex A C hereto so as to broaden the scope of such conditions to the Offer, (F) amends the conditions to the Offer set forth in Annex A hereto in any manner that is adverse to the holders of Company Shares, (G) extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 2.1(c), 1.1(c) hereof or (HG) amends or waives the Minimum Condition. The conditions to the Offer set forth in Annex A C hereto are for the sole benefit of Parent and Merger Sub and 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, other than (x) the Minimum Condition, which may be waived by Parent and (y) Merger Sub only with the conditions set forth in clause (A), (C)(3) and (C)(4) of Annex I hereto if the directors or officers prior written consent of the Company would Company. The failure by Parent and Merger Sub at any time to exercise any of the foregoing rights shall not be reasonably likely to have any material liability as a result of deemed a waiver thereof (after taking into account of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to accepting the indemnification and insurance provisions set forth this Agreement for the benefit shares of such directors and officersCompany Common Stock pursuant to Section 1.1(d), any of which conditions described in the preceding clauses (x) and.

Terms of Offer; Conditions to Offer. Provided that (i) this Agreement shall not have been terminated pursuant to Article IX hereof and (ii) none of the events set forth in clauses clause (C)(1) – (C)(7C) of Annex A hereto, inclusive, hereto shall have occurred and be continuingoccurred, then as promptly as practicable after the date hereof (but in no event more than ten (10) Statutory Business Days thereafter), Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(b)) hereof, equal to the Offer Price. The obligation of Merger Sub to accept for payment and to pay for any Company Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Company Shares tendered) shall be subject only to (i) the condition (the “Minimum 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(c)) 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 Company Shares then owned by Parent and Merger Sub (if any), represents at least a majority of (x) all then the outstanding Company SharesShares on a fully diluted basis on the date of purchase (which means, plus (y) all Company Shares issuable upon the exercise of all then outstanding Company Options that (A) are vested and exercisable as of any then the scheduled expiration date of the Offer or (as it may be extended from time to time pursuant to Section 2.1(c)), the number of Company Shares outstanding, together with all Company Shares that the Company would be vested required to issue pursuant to the conversion or exercise of options, rights and securities that are convertible into or exercisable at any time within 120 calendar days following for Company Shares as of the then scheduled expiration date of the Offer assuming that the holder of such Company Options satisfies the vesting conditions applicable thereto (and as it may be extended from time to time pursuant to Section 2.1(c)), including after giving effect to the acceleration of any vesting that may occur as a result of the Offer), and (BSection 7.11) have an exercise price that is less than the Offer Price, plus, (z) all Company Shares issuable upon the exercise, conversion or exchange of any then outstanding securities (other than Company Options) that are exercisable or convertible into, or exchangeable for, Company Shares and (ii) the other conditions set forth in Annex A hereto. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that (A) decreases the Offer Price, (B) changes the form of consideration to be paid in the Offer, (C) reduces the number of Company Shares to be purchased in the Offer, (D) imposes conditions to the Offer in addition to the conditions to the Offer set forth in Annex A hereto, (E) amends the conditions to the Offer set forth in Annex A hereto so as to broaden the scope of such conditions to the Offer, (F) amends the conditions to the Offer set forth in Annex A hereto in any manner that is adverse to the holders of Company Shares, (G) extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 2.1(c)) or Section 2.1(e) hereof, or (HF) amends or waives the Minimum Condition, or (G) amends, modifies or supplements any of the terms of the Offer in any manner adverse to the Company Stockholders. The conditions to the Offer set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub and 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, other than (x) the Minimum Condition, which may be waived by Parent and (y) Merger Sub only with the conditions set forth in clause (A), (C)(3) and (C)(4) of Annex I hereto if the directors or officers prior written consent of the Company would Company. The failure by Parent and Merger Sub at any time to exercise any of the foregoing rights shall not be reasonably likely to have any material liability as a result of deemed a waiver thereof (after taking into account the indemnification of any such right, and insurance provisions set forth this Agreement for the benefit of each such directors right shall be deemed an ongoing right that may be asserted at any time and officers), any of which conditions described in the preceding clauses (x) andfrom time to time.

Terms of Offer; Conditions to Offer. Provided that (i) this Agreement shall not have been terminated pursuant to Article IX and VIII hereof, (ii) none of the events set forth in clauses (C)(1v)(d), (v)(f) – or (C)(7v)(g) of Annex A hereto, inclusive, hereto shall have occurred and be continuing, then and (iii) a Triggering Event shall not have occurred, as promptly as practicable after the date hereof (but in no event more than ten (10) Business Days business days thereafter), Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(b)1.1(b) hereof, equal to the Offer Price. The obligation of Merger Sub to accept for payment and to pay for any Company Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Company Shares tendered) shall be subject only to (i) the condition (the “Minimum 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(c)1.1(c) 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 Company Shares then owned by Parent and Merger Sub (if any), represents at least a majority of (x) all then outstanding Company Shares, plus calculated on a fully-diluted basis (y) including, without limitation, all shares of Company Shares Common Stock issued or issuable upon the redemption of all outstanding shares of Company Exchangeable Preferred Stock and the exercise of all then outstanding Company Options that (A) are vested and exercisable as of any then scheduled expiration date of the Offer or that would be vested and exercisable at any time within 120 calendar days following the then scheduled expiration date of the Offer assuming that the holder of such Options, other than Company Options satisfies the vesting conditions applicable thereto (and after giving effect to the acceleration of any vesting that may occur as a result of the Offer), and (B) have with an exercise price that is less greater than the Offer Price), plus, (z) all Company Shares issuable upon the exercise, conversion or exchange of any then outstanding securities (other than Company Options) that are exercisable or convertible into, or exchangeable for, Company Shares and (ii) the other conditions set forth in Annex A hereto. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that (Ai) decreases the Offer Price, (Bii) changes the form of consideration to be paid in the Offer, (Ciii) reduces the number of Company Shares to be purchased in the Offer, (Div) imposes conditions to the Offer in addition to the conditions to the Offer set forth in Annex A hereto, (Ev) amends the conditions to the Offer set forth in Annex A hereto so as to broaden the scope of such conditions to the Offer, (Fvi) extends the Offer except as provided in Section 1.1(c) hereof, (vii) amends or waives the Minimum Condition, or (viii) makes any other change to any of the terms and conditions to of the Offer set forth in Annex A hereto in any manner that is adverse to the holders of Company Shares, (G) extends Shares in the Offer in any manner other than pursuant to reasonable and in accordance with good faith judgment of the terms of Section 2.1(c), or (H) amends or waives the Minimum ConditionCompany. The conditions to the Offer set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub and 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, other than (x) the Minimum Condition, which may be waived by Parent and (y) Merger Sub only with the conditions set forth in clause (A), (C)(3) and (C)(4) of Annex I hereto if the directors or officers prior written consent of the Company would Company. The failure by Parent and Merger Sub at any time to exercise any of the foregoing rights shall not be reasonably likely to have any material liability as a result of deemed a waiver thereof (after taking into account the indemnification of any such right, and insurance provisions set forth this Agreement for the benefit of each such directors right shall be deemed an ongoing right that may be asserted at any time and officers), any of which conditions described in the preceding clauses (x) andfrom time to time.

Terms of Offer; Conditions to Offer. Provided that (i) that this Agreement shall not have been terminated pursuant to Article IX hereof and (ii) none of the events set forth in clauses clause (C)(1C)(3), (C)(4) – or (C)(7C)(5) of Annex A hereto, inclusive, hereto shall have occurred and be continuingoccurred, then as promptly as reasonably practicable after the date hereof and, in any event, within twenty (but in no event more than ten (1020) Business Days thereafter)after the Agreement Date, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(b)) hereof, equal to the Offer Price; provided, that, Parent and Merger Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9; provided, further, that the foregoing proviso shall not apply if Parent or Merger Sub has failed to promptly provide the information to the Company required to be provided by Parent or Merger Sub to the Company for inclusion or incorporation by reference in the Schedule 14D-9 pursuant to Section 2.2(b). The obligation of Merger Sub to accept for payment and to pay for any Company Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Company Shares tendered) shall be subject only to (i) the condition (the “Minimum 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(c)) 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 Company Shares then owned by Parent and Merger Sub (if any), represents at least a majority of (x) all then the outstanding Company SharesShares on the date of purchase (including for purposes of this calculation, plus (y) all Company Shares issuable upon the exercise of all then outstanding Company Options that (A) are vested and exercisable as of any then the scheduled expiration date of the Offer (as it may be extended from time to time pursuant to Section 2.1(c), whether or not any such options, rights or securities are vested), the number of Company Shares outstanding, together with all Company Shares that the Company would be vested required to issue pursuant to the conversion or exercise of options, rights and securities that are then convertible into or then exercisable at any time within 120 calendar days following for Company Shares as of the then scheduled expiration date of the Offer assuming that the holder of such Company Options satisfies the vesting conditions applicable thereto (and after giving effect as it may be extended from time to the acceleration of any vesting that may occur as a result of the Offertime pursuant to Section 2.1(c), and (B)) have an exercise price that is less than the Offer Price, plus, (z) all Company Shares issuable upon the exercise, conversion or exchange of any then outstanding securities (other than Company Options) that are exercisable or convertible into, or exchangeable for, Company Shares and (ii) the other conditions set forth in Annex A hereto. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that (A) decreases the Offer Price, (B) changes the form of consideration to be paid in the Offer, (C) reduces the number of Company Shares to be purchased in the Offer, (D) imposes conditions to the Offer in addition to the conditions to the Offer set forth in Annex A hereto, (E) amends the conditions to the Offer set forth in Annex A hereto so as to broaden the scope of such conditions to the Offeramends, (F) amends modifies or supplements the conditions to the Offer set forth in Annex A hereto in any a manner that is adverse to the holders of Company SharesShares (collectively, the “Company Shareholders”), (F) amends or waives the Minimum Condition, (G) extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 2.1(c), ) or Section 2.1(e) hereof or (H) amends or waives any of the Minimum Conditionterms of the Offer in any manner adverse to the Company Shareholders. The conditions to the Offer set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub and 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, other than (x) the Minimum Condition, which may be waived by Parent and (y) Merger Sub only with the conditions set forth in clause (A), (C)(3) and (C)(4) of Annex I hereto if the directors or officers prior written consent of the Company would Company. The failure by Parent and Merger Sub at any time to exercise any of the foregoing rights shall not be reasonably likely to have any material liability as a result of deemed a waiver thereof (after taking into account the indemnification of any such right, and insurance provisions set forth this Agreement for the benefit of each such directors right shall be deemed an ongoing right that may be asserted at any time and officers), any of which conditions described in the preceding clauses (x) andfrom time to time.

Terms of Offer; Conditions to Offer. Provided that (i) this Agreement shall not have been terminated pursuant to Article IX and (ii) none of the events set forth in clauses (C)(1) – (C)(7) of Annex A heretoVII hereof, inclusive, shall have occurred and be continuing, then as promptly as reasonably practicable after the date hereof and, in any event, within fifteen (but in no event more than ten (1015) Business Days thereafter)after the Agreement Date, Merger Sub Purchaser shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(b)) hereof, equal to the Offer Price. The Offer will be a single offer made to all holders of Company Shares. The obligation of Merger Sub Purchaser to accept for payment and to pay for any Company Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Company Shares tendered) shall be subject only to (i) the condition (the “Minimum 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(c)) hereof), there be validly tendered in accordance with the terms of the Offer (not including as tendered Company Shares tendered pursuant to guaranteed delivery procedures and not actually delivered in settlement or satisfaction of such guarantee prior to the expiration of the Offer) and not withdrawn a number of shares of Company Common Stock Shares that, together with the Company Shares then owned by Parent and Merger Sub or Purchaser or any of their respective Subsidiaries (if any), represents at least a majority of sixty-six and two thirds percent (x66 2/3%) all then outstanding Company Shares, plus (y) all Company Shares issuable upon the exercise of all then outstanding Company Options that (A) are vested and exercisable as of any then scheduled expiration date of the Offer or that would be vested and exercisable at any time within 120 calendar days following the then scheduled expiration date of the Offer assuming that the holder of such Company Options satisfies the vesting conditions applicable thereto (and after giving effect to the acceleration of any vesting that may occur as a result of the Offer)Adjusted Outstanding Share Number, and (B) have an exercise price that is less than the Offer Price, plus, (z) all Company Shares issuable upon the exercise, conversion or exchange of any then outstanding securities (other than Company Options) that are exercisable or convertible into, or exchangeable for, Company Shares and (ii) the other conditions set forth in Annex A hereto. For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (A) the aggregate number of outstanding Company Shares immediately prior to the Acceptance Time; plus (B) the aggregate number of Company Shares issuable upon the conversion, exchange, settlement or exercise, as applicable, of all options and other rights to acquire, or securities convertible into or exchangeable for, Company Shares that are outstanding immediately prior to the Acceptance Time in the case of each of clauses (A) and (B), without duplication for shares of Company Common Stock underlying Company ADSs. Parent and Merger Sub Purchaser each expressly reserve reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that (A) decreases the Offer Price, (B) changes the form of consideration to be paid in the Offer, (C) reduces the number of Company Shares to be purchased in the Offer, (D) imposes conditions to the Offer in addition to the conditions to the Offer set forth in Annex A hereto, (E) amends the conditions to the Offer set forth in Annex A hereto so as to broaden the scope of such conditions to the Offer, (F) amends the conditions to the Offer set forth in Annex A hereto in any manner that is adverse to the holders of Company Shares, (G) extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 2.1(c), or (H) amends or waives the Minimum Condition. The conditions to the Offer set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub and 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, other than (x) the Minimum Condition, and (y) the conditions set forth in clause (A), (C)(3) and (C)(4) of Annex I hereto if the directors or officers of the Company would be reasonably likely to have any material liability as a result of a waiver thereof (after taking into account the indemnification and insurance provisions set forth this Agreement for the benefit of such directors and officers), any of which conditions described in the preceding clauses (x) andCONFIDENTIAL

Terms of Offer; Conditions to Offer. Provided that (i) this Agreement shall not have been terminated pursuant to Article IX and (ii) none of the events set forth in clauses (C)(1) – (C)(7) of Annex A heretohereof, inclusive, shall have occurred and be continuing, then as promptly as practicable after the date hereof (but in no event more than ten (10) Business Days thereafter), Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(b)) hereof, equal to the Offer Price. The obligation of Merger Sub to accept for payment and to pay for any Company Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Company Shares tendered) shall be subject only to (i) the condition (the “Minimum 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(c)) 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 Company Shares then owned by Parent and Merger Sub (if any), represents at least a majority of (x) all then outstanding Company Shares, plus (y) all shares of Company Shares Common Stock issued or issuable upon the exercise of all then outstanding Company Options that (A) are vested and exercisable as of any then scheduled expiration date of the Offer or that would be vested and exercisable at any time within 120 calendar days following the then scheduled expiration date of the Offer assuming that the holder of such Company Options satisfies the vesting conditions applicable thereto (and after giving effect to the acceleration of any vesting that may occur as a result of the Offer), and (B) have with an exercise price that is equal to or less than the Offer Price$6.00, plus, plus (z) all shares of Company Shares Common Stock issued or issuable upon the exercise, conversion or exchange of any then outstanding other securities or other rights (other than the Company Options) that are exercisable or exercisable, convertible into, or exchangeable for, for shares of Company Shares Common Stock and (ii) the other conditions set forth in Annex A hereto. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that (A) decreases the Offer Price, (B) changes the form of consideration to be paid in the Offer, (C) reduces the number of Company Shares to be purchased in the Offer, (D) imposes conditions to the Offer in addition to the conditions to the Offer set forth in Annex A hereto, (E) amends the conditions to the Offer set forth in Annex A hereto so as to broaden the scope of such conditions to the Offer, (F) amends the conditions to the Offer set forth in Annex A hereto in any manner that is adverse to the holders of Company Shares, (G) extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 2.1(c), ) hereof or (HG) amends or waives the Minimum Condition. The conditions to the Offer set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub and 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, other than (x) the Minimum Condition, which may be waived by Parent and (y) Merger Sub only with the conditions set forth in clause (A), (C)(3) and (C)(4) of Annex I hereto if the directors or officers prior written consent of the Company would Company. The failure by Parent and Merger Sub at any time to exercise any of the foregoing rights shall not be reasonably likely to have any material liability as a result of deemed a waiver thereof (after taking into account the indemnification of any such right, and insurance provisions set forth this Agreement for the benefit of each such directors right shall be deemed an ongoing right that may be asserted at any time and officers), any of which conditions described in the preceding clauses (x) andfrom time to time.

Terms of Offer; Conditions to Offer. Provided that (i) this Agreement shall not have been terminated pursuant to Article IX and (ii) none of the events set forth in clauses (C)(1) – (C)(7) of Annex A heretoVII hereof, inclusive, shall have occurred and be continuing, then as promptly as reasonably practicable after the date hereof and, in any event, within fifteen (but in no event more than ten (1015) Business Days thereafter)after the Agreement Date, Merger Sub Purchaser shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(b)) hereof, equal to the Offer Price. The Offer will be a single offer made to all holders of Company Shares. The obligation of Merger Sub Purchaser to accept for payment and to pay for any Company Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Company Shares tendered) shall be subject only to (i) the condition (the “Minimum 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(c)) hereof), there be validly tendered in accordance with the terms of the Offer (not including as tendered Company Shares tendered pursuant to guaranteed delivery procedures and not actually delivered in settlement or satisfaction of such guarantee prior to the expiration of the Offer) and not withdrawn a number of shares of Company Common Stock Shares that, together with the Company Shares then owned by Parent and Merger Sub or Purchaser or any of their respective Subsidiaries (if any), represents at least a majority of sixty-six and two thirds percent (x66 2/3%) all then outstanding Company Shares, plus (y) all Company Shares issuable upon the exercise of all then outstanding Company Options that (A) are vested and exercisable as of any then scheduled expiration date of the Offer or that would be vested and exercisable at any time within 120 calendar days following the then scheduled expiration date of the Offer assuming that the holder of such Company Options satisfies the vesting conditions applicable thereto (and after giving effect to the acceleration of any vesting that may occur as a result of the Offer)Adjusted Outstanding Share Number, and (B) have an exercise price that is less than the Offer Price, plus, (z) all Company Shares issuable upon the exercise, conversion or exchange of any then outstanding securities (other than Company Options) that are exercisable or convertible into, or exchangeable for, Company Shares and (ii) the other conditions set forth in Annex A hereto. For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (A) the aggregate number of outstanding Company Shares immediately prior to the Acceptance Time; plus (B) the aggregate number of Company Shares issuable upon the conversion, exchange, settlement or exercise, as applicable, of all options and other rights to acquire, or securities convertible into or exchangeable for, Company Shares that are outstanding immediately prior to the Acceptance Time in the case of each of clauses (A) and (B), without duplication for shares of Company Common Stock underlying Company ADSs. Parent and Merger Sub Purchaser each expressly reserve reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that (A) decreases the Offer Price, (B) changes the form of consideration to be paid in the Offer, (C) reduces the number of Company Shares to be purchased in the Offer, (D) imposes conditions to the Offer in addition to the conditions to the Offer set forth in Annex A hereto, (E) amends the conditions to the Offer set forth in Annex A hereto so as to broaden the scope of such conditions to the Offer, (F) amends the conditions to the Offer set forth in Annex A hereto in any manner that is adverse to the holders of Company Shares, (G) extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 2.1(c), or (H) amends or waives the Minimum Condition. The conditions to the Offer set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub and 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, other than (x) the Minimum Condition, and (y) the conditions set forth in clause (A), (C)(3) and (C)(4) of Annex I hereto if the directors or officers of the Company would be reasonably likely to have any material liability as a result of a waiver thereof (after taking into account the indemnification and insurance provisions set forth this Agreement for the benefit of such directors and officers), any of which conditions described in the preceding clauses (x) andthe