Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 of that certain Agreement and Plan of Merger, dated as of May 1, 2008 (the “Agreement”) by and among Autodesk, Inc., a Delaware corporation (“Parent”), Switch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Moldflow Corporation, 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 its sole discretion (subject to the terms and conditions of the Agreement), Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any tendered Company Shares, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for any tendered Company Shares, in the event that at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c) of the Agreement):

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject and in addition to compliance (and not in limitation of) Belpointe PREP’s and Merger Sub’s rights to extend, amend or terminate the Offer in accordance with Section 1.1 the provisions of that certain the Agreement and Plan of Merger, dated as of May 1April 21, 2008 2021 (the “Agreement”) ), by and among AutodeskBelpointe PREP, Inc.LLC, a Delaware corporation limited liability company (“ParentBelpointe PREP”), Switch Acquisition CorporationXXXXX Merger, LLC, a Delaware corporation limited liability company and a wholly-wholly owned direct subsidiary of Parent Belpointe PREP (“Merger Sub”), and Moldflow CorporationBelpointe REIT, Inc., a Delaware Maryland corporation (the “CompanyBelpointe REIT”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and applicable law, 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 its sole discretion (subject pursuant to the terms and conditions of the Agreement)Agreement and applicable law, neither Belpointe PREP nor Merger Sub shall not be required to accept for payment exchange or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)Act), pay for exchange any shares of Common Stock that are validly tendered Company Shares, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for any tendered Company Shares, in the event that at or Offer prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c) in the event that, at any expiration of the Agreement):Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 1September 17, 2008 2012 (the “Agreement”) ), by and among Autodesk, Inc.Xxxxxxx Corporation, a Delaware corporation (“Parent”), Switch Xxxxxx Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Moldflow CorporationIRIS International, 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 its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return shares of Company Common Stock tendered Company Shares in the Offer promptly after termination or withdrawal of the Offer)), pay for any shares of Company Common Stock tendered Company Sharesin the Offer, and (ii) may delay the acceptance for payment of or, subject to the restriction rules and regulations referred to in clause (i) above, the payment for for, any shares of Company Common Stock tendered Company Sharesin the Offer, in the event that at or prior to the scheduled expiration date of the Offer (as it may be extended pursuant to Section 1.1(c2.1(d) of the Agreement) (the “Expiration Date”):

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 1September 7, 2008 2010 (the “Agreement”) ), by and among Autodesk, Inc.Xxxxxxx-Xxxxx Squibb Company, a Delaware corporation (“Parent”), Switch Zeus Acquisition Corporation, a Delaware Washington corporation and a wholly-wholly owned subsidiary of Parent (“Merger Sub”), and Moldflow CorporationZymoGenetics, Inc., a Delaware Washington 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 its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return shares of Company Common Stock tendered Company Shares in the Offer promptly after termination or withdrawal of the Offer)), pay for any shares of Company Common Stock tendered Company Sharesin the Offer, and may (ii) may, subject to the rules and regulations referred to in clause (i) above, delay the acceptance for payment of or, subject to the restriction referred to above, or the payment for for, any shares of Company Common Stock tendered Company Sharesin the Offer, in the event that at or prior to the scheduled expiration date of the Offer (as it may be extended pursuant to Section 1.1(c2.1(d) of the Agreement, the “Expiration Date”):

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 1October 6, 2008 2011 (the “Agreement”) ), by and among Autodesk, Solutia Inc., a Delaware corporation (“Parent”), Switch Backbone Acquisition CorporationSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Moldflow CorporationSouthwall Technologies 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 its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return shares of Company Common Stock tendered Company Shares in the Offer promptly after termination or withdrawal of the Offer)), pay for any shares of Company Common Stock tendered Company Sharesin the Offer, and (ii) may delay the acceptance for payment of or, subject to the restriction rules and regulations referred to in clause (i) above, the payment for for, any shares of Company Common Stock tendered Company Sharesin the Offer, in the event that at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c2.1(d) of the Agreement):

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 1November 29, 2008 2010 (the “Agreement”) ), by and among Autodesk, Inc.ABB Ltd, a Delaware corporation organized under the Laws of Switzerland (“Parent”), Switch Xxxxx Acquisition Corporation, a Delaware Missouri corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Moldflow CorporationBaldor Electric Company, a Delaware Missouri 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 its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return shares of Company Common Stock tendered Company Shares in the Offer promptly after termination or withdrawal of the Offer)), pay for any shares of Company Common Stock tendered Company Sharesin the Offer, and (ii) may delay the acceptance for payment of or, subject to the restriction rules and regulations referred to in clause (i) above, the payment for for, any shares of Company Common Stock tendered Company Sharesin the Offer, in the event that at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c2.1(d) of the Agreement, the “Expiration Date”):

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of Merger, dated as of May 1June 21, 2008 2015 (the “Agreement”) ), by and among Autodesk, Inc.Xxxxxxx Corporation, a Delaware corporation (“Parent”), Switch Satellite Acquisition CorporationCorp., a Delaware Virginia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Moldflow Sutron Corporation, a Delaware Virginia 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 its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return shares of Company Common Stock tendered Company Shares in the Offer promptly after termination or withdrawal of the Offer)), pay for any shares of Company Common Stock tendered Company Sharesin the Offer, and (ii) may delay the acceptance for payment of or, subject to the restriction rules and regulations referred to in clause (i) above, the payment for for, any shares of Company Common Stock tendered Company Sharesin the Offer, in the event that at or prior to the scheduled expiration date of the Offer (as it may be extended pursuant to Section 1.1(c2.1(d) of the Agreement) (the “Expiration Date”):

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of MergerReorganization, dated as of May 1August 16, 2008 2015 (the “Agreement”) by and among Autodesk, Inc.Liberty Interactive Corporation, a Delaware corporation (“Parent”), Switch Acquisition CorporationMocha Merger Sub, Inc., a Delaware corporation and a wholly-direct wholly owned subsidiary of Merger Sub (“Purchaser”), Ziggy Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Moldflow Corporationzulily, 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 Purchaser to extend and/or amend the Offer at any time in its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub Purchaser to pay for or return tendered shares of Company Shares Common Stock promptly after termination or withdrawal of the Offer)), pay for any shares of Company Common Stock that are validly tendered Company Shares, in the Offer and may delay the acceptance for payment of or, subject not withdrawn prior to the restriction referred to above, the payment for any tendered Company Shares, Expiration Date in the event that that, at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c) of the Agreement):Expiration Date:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer, but subject to compliance with Section 1.1 the terms and conditions of that certain Agreement and Plan of MergerReorganization, dated as of May 1March 4, 2008 2015 (the “Agreement”) by and among Autodesk, AbbVie Inc., a Delaware corporation (“Parent”), Switch Acquisition Oxford Amherst Corporation, a Delaware corporation and a wholly-direct wholly owned subsidiary of Parent (“Purchaser”), Oxford Amherst LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger SubSub 2” and, together with Purchaser, the “Merger Subs”)) and Pharmacyclics, and Moldflow CorporationInc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A B 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 Purchaser to extend and/or amend the Offer at any time in its sole discretion (subject pursuant to the terms and conditions of the Agreement), Merger Sub Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub Purchaser to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered Company Shares, in the Offer and may delay the acceptance for payment of or, subject not withdrawn prior to the restriction referred to above, expiration of the payment for any tendered Company Shares, Offer in the event that that, at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c) of the Agreement):Offer: