Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the Offer, Acquisition shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c) under the Exchange Act (relating to Acquisition's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (y) the Minimum Condition shall not have been satisfied or (z) at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant to the Offer, any of the following events shall occur:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the Offer, Acquisition but subject to compliance with Section 2.1 of that certain Agreement and Plan of Merger, dated as of March 6, 2012 (the “Agreement”) by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Xxxxxxxx Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Transcend Services, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Sub to extend and/or amend the Offer at any time in accordance with and subject to the terms and conditions of the Agreement, (i) Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-l(c14e-1(c) under the Exchange Act (relating to Acquisition's the obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for, for any tendered Company Shares and (ii) Merger Sub may (and Parent may cause Merger Sub to) delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any tendered Company Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent event that at the scheduled expiration of the Offer (90%as it may be extended pursuant to Section 2.1(c) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtainedAgreement), and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (yA) the Minimum Condition shall not have been satisfied or (zB) at any time on or after the date of this Agreement waiting period (and before the time of acceptance of such Shares for payment pursuant extensions thereof) applicable to the Offertransactions contemplated by the Agreement (including the Offer and the Merger) under the HSR Act shall not have expired or been terminated (the “Regulatory Condition”), or (C) any of the following events shall occurhave occurred and continue to exist:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the OfferOffer and in addition to the Purchaser’s rights to extend, Acquisition amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment payment, or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c14e-1(c) promulgated under the Exchange Act (relating to Acquisition's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer)Act, pay for, and may delay the acceptance for payment of orof, subject to the restrictions referred to above, and the payment for, any validly tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (ya) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) the Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed at or prior to the Expiration Date or (zc) at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant to the Offer, any of the following events events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date (provided, however, that, for the avoidance of doubt, following the delivery to Parent and the Purchaser of an Extension Officers’ Certificate after the receipt by the Company of a Diamond Extension Notice, the conditions in paragraphs (c)(ii) and (c)(iv) of this Annex I shall occur:be deemed to have been satisfied to the extent so provided in Section 1.1(e) of the Merger Agreement):

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the OfferOffer and in addition to the Purchaser’s rights to extend, Acquisition amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c) under the Exchange Act (relating to Acquisition's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay forexchange, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment forexchange, any validly tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (ya) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) the Required Governmental Approval shall not have been obtained or any waiting period (zor extension thereof) or mandated filing shall not have lapsed at any time on or after prior to the date Expiration Date, (c) the Registration Statement shall not have been declared effective by the SEC under the Securities Act or a stop order suspending the effectiveness of this Agreement the Registration Statement shall have been issued by the SEC or a proceeding for that purpose shall have been initiated by the SEC and before not concluded or withdrawn, (d) the time shares of acceptance of such Parent Common Stock to be issued in exchange for Shares for payment pursuant to the Offer, Offer and in the Merger shall not have been authorized for listing on NASDAQ or (e) any of the following events shall occurevents, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the OfferOffer and in addition to the Purchaser’s rights to extend, Acquisition amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c14e-1(c) promulgated under the Exchange Act (relating to Acquisition's obligation to Act, pay for or return any validly tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (ya) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) any waiting period under the HSR Act, or any timing agreement entered into by the parties with any Governmental Entity, applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date (the “HSR Condition”), (c) any consents or approvals of, or notices to or filings with, any Governmental Entity that are required to be obtained or made in connection with the transactions contemplated by the Merger Agreement under applicable antitrust, competition or other similar Laws (other than the HSR Act), or any other material consents or approvals of, or material notices to or filings with, any Governmental Entity having jurisdiction over Parent, the Company, their respective Subsidiaries or any of their respective properties, assets, businesses or activities, applicable to the transactions contemplated by the Merger Agreement (“Other Required Governmental Approvals”) shall not have been obtained or made or any waiting period (or extension thereof) or mandated filing with respect to any Other Required Governmental Approval shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Parent at or prior to the Expiration Date (collectively, the “Governmental Approval Condition”), or (zd) at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant to the Offer, any of the following events shall occurconditions exist or has occurred and is continuing at the Expiration Date:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the OfferOffer and in addition to the Purchaser’s rights to extend, Acquisition amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c14e-1(c) promulgated under the Exchange Act (relating to Acquisition's obligation to Act, pay for or return any validly tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (ya) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) any waiting period under the HSR Act applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made at or prior to the Expiration Date or (zd) at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant to the Offer, any of the following events shall occurevents, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the OfferOffer and in addition to the Purchaser’s rights to extend, Acquisition amend or terminate the Offer in accordance with the provisions of the Agreement and applicable Law, the Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c14e-1(c) promulgated under the Exchange Act (relating to Acquisition's obligation to Act, pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (ya) the Minimum Condition shall not have been satisfied at any then scheduled Expiration Date, (b) any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by the Agreement has not expired or terminated prior to the termination or expiration of the Offer at or prior to any then scheduled Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Parent prior to the termination or expiration of the Offer at or prior to any then scheduled Expiration Date (collectively, the “Governmental Approval Condition”) or (zd) at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant to the Offer, any of the following events shall occurconditions exist or has occurred and is continuing at the scheduled Expiration Date:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the Offer, Acquisition and subject to the terms of the Agreement, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC SEC, including Rule 14e-l(c14e-1(c) promulgated under the Exchange Act (relating to Acquisition's obligation to Act, and rule 19 of the PSEC, pay for or return any tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of orterminate or withdraw, or subject to the restrictions referred to aboveterms of the Agreement, amend the payment for, any tendered SharesOffer, if (wi) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date for the Offer that number of Shares which, when combined with any Shares owned by Purchaser or any Affiliate thereof, represents at least 66.67% of the total number of outstanding Shares, on a fully diluted basis, after giving effect to the exercise, conversion or termination of all options, warrants, rights and securities exercisable or convertible into or for Shares on the date of purchase (provided that for purposes of such calculation any Shares beneficially owned by Xxxxx Corporation, Purchaser or any of their respective Affiliates shall be deemed to have been tendered if not actually tendered and not withdrawn)(the “Minimum Condition”), (ii) any applicable waiting periods applicable to the Offer period under the HSR Act shall not have been terminated or under any applicable foreign statutes or regulations shall not have expired and or been terminated, (iii) any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for Purchaser Required Statutory Approvals or the period 1998 and 1999 Company Required Statutory Approvals that is required to be obtained prior to the consummation of the Offer shall not have been obtained, and, in the case any of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto such approvals shall not have become Final Orders (as defined below) or any of such Final Orders shall impose terms or conditions that have an Adverse Regulatory Effect (as defined below), (iv) the Agreement shall have been satisfiedterminated in accordance with its terms; (xv) any Purchaser shall have failed to receive as of the consents or approvals Expiration Date, a certificate signed by the Chief Executive Officer and Chief Financial Officer of any Person other than a Governmental EntityCompany, dated as the Expiration Date, to the effect that none of the conditions set forth in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; clauses (yc) the Minimum Condition shall not have been satisfied or (zd) below exist; or (vi) at any time on or after the date of this the Agreement and before the time of acceptance of such Shares for payment pursuant prior to the OfferAcceptance Date, any of the following events (each, an “Event”) shall occurhave occurred and (other than with respect to clauses (b) and (e)) be continuing:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the Offer, but subject to the terms and conditions of that certain Agreement and Plan of Merger, dated as of April 28, 2013 (the “Agreement”), by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Xxxxxx Acquisition Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Conceptus, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-l(c14e-1(c) promulgated under the Exchange Act (relating to Acquisition's the obligation of Purchaser to pay for or return Shares tendered Shares in the Offer promptly after termination or withdrawal of the Offer)), pay for, and may delay for any Shares tendered in the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any tendered Shares, Offer if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (yi) the Minimum Condition shall not have been satisfied at the Expiration Date; (ii) the waiting period under the HSR Act applicable to the transactions contemplated by the Agreement shall not have expired or been terminated at or prior to the Expiration Date; or (ziii) at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant to the Offer, any of the following events conditions shall occurexist or has occurred and is continuing at the Expiration Date:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions provision of the Offer, Acquisition Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC SEC, including Rule 14e-l(c14e-1(c) promulgated under the Securities Exchange Act (relating to AcquisitionPurchaser's obligation to pay for or return tendered Common Shares promptly after termination or withdrawal of the Offer), pay for, and (subject to any such rules or regulations) may delay the acceptance for payment of or, subject any tendered Common Shares and (except as provided in this Agreement) amend or terminate the Offer as to any Common Shares not then paid for if (i) the condition that there shall be validly tendered and not withdrawn prior to the restrictions referred expiration of the Offer a number of Common Shares which represents at least 51% of the total number of issued and outstanding Common Shares on a fully diluted basis (excluding, however, shares of common stock issuable (x) upon exercise of conversion rights pursuant to abovethe Deferral Agreement and (y) upon exercise of Company Options that are not exercisable prior to March 1, 2000), shall not each have been satisfied (the payment for, any tendered Shares, if "MINIMUM CONDITION") or (wii) any applicable waiting periods applicable to the Offer period under the HSR Act shall not have expired or been terminated or shall not have expired and any required approvals or notices under prior to the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) expiration of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (y) the Minimum Condition shall not have been satisfied Offer or (ziii) at any time on or after the date of this Agreement and before the time of acceptance of such payment for any Common Shares (whether or not any Common Shares have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following events shall occurconditions exists:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions provision of the Offer, Acquisition subject to the terms of the Agreement, neither Parent nor Merger Sub shall not be required to accept for payment or, exchange or exchange or deliver any shares of Parent Common Stock for (subject to any applicable rules and regulations of the SEC SEC, including Rule 14e-l(c14e-1(c) promulgated under the Exchange Act (relating to Acquisition's Merger Sub’s obligation to pay for or return tendered Shares promptly shares of Company Common Stock after the termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment ) any shares of or, subject to the restrictions referred to above, the payment for, any tendered SharesCompany Common Stock tendered, if by the Final Expiration Date, (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (y1) the Minimum Condition shall not have been satisfied satisfied, (2) the applicable waiting period (and any extension thereof) applicable to the transactions contemplated by the Agreement (including the Offer and the Merger) under the HSR Act shall not have expired or been terminated, (3) unless the All-Cash Election shall have been made, the Registration Statement shall not have become effective under the Securities Act or shall be the subject of any stop order or proceedings seeking a stop order, (4) unless the All-Cash Election shall have been made, the shares of Parent Common Stock to be issued in the Offer and the Merger shall not have been approved for listing on the NYSE, subject to official notice of issuance, and shall not be exempt from such requirement under then applicable Laws, regulations and rules of the NYSE, or (z5) at any time on or after the date of this the Agreement and before prior to the time acceptance for exchange of acceptance shares of such Shares for payment Company Common Stock pursuant to the Offer, any of the following events shall occurconditions exist and are continuing:

CONDITIONS TO THE OFFER. (a) Notwithstanding any other provisions of the OfferOffer and in addition to the Purchaser’s rights to extend, Acquisition amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-l(c14e-1(c) promulgated under the Exchange Act (relating to Acquisition's obligation to Act, pay for or return any validly tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares, if (w) any waiting periods applicable to the Offer under the HSR Act shall not have been terminated or shall not have expired and any required approvals or notices under the Bank Act, the Bank Holding Company Act and required approvals from state Governmental Entities responsible for regulating, in the aggregate, ninety percent (90%) of the Company's and its subsidiary's average mortgage origination volume for the period 1998 and 1999 shall not have been obtained, and, in the case of any approval, authorization or consent, shall not be in full force and effect and all conditions applicable thereto shall not have been satisfied; (x) any of the consents or approvals of any Person other than a Governmental Entity, in connection with the execution, delivery and performance of this Agreement shall not have been obtained; except where the failure to have obtained any such consent or approval would not have a Material Adverse Effect; (ya) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) any waiting period under the HSR Act applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date (the “HSR Condition”), (c) any other approvals, consents or authorizations of any Governmental Entity, which if not obtained would reasonably be expected to lead such Governmental Entity to initiate a suit, action or proceeding seeking the type of relief described in clauses (A), (B), (C) or (zD) of paragraph (i) below (each, an “Other Required Governmental Approval” and collectively, the “Other Required Governmental Approvals”) shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made at any time on or after the date of this Agreement and before the time of acceptance of such Shares for payment pursuant prior to the Offer, Expiration Date or (d) any of the following events shall occurconditions exist or has occurred and is continuing at the Expiration Date: