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

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). Parent and Purchaser expressly reserve the right to (i) increase the Transaction Consideration, (ii) waive any Offer Condition or (iii) make any other changes in the terms and conditions of the Offer; provided, however, that notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall (A) reduce the Transaction Consideration, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. The Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1.

Terms and Conditions of the Offer. The obligations of Purchaser to, to (and of Parent to cause Purchaser to, ) accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit Bunder applicable Legal Requirements) of the conditions set forth in Exhibit B Annex I (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as collectively, the “Offer Conditions”), and no other conditions. Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction Considerationamount of cash constituting the Offer Price, (ii) waive any Offer Condition or (to the extent permitted under applicable Legal Requirements) and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth form of consideration payable in clause (h)(ii) of the Offer Conditions(provided that nothing herein shall limit the ability of Parent and Purchaser to increase the cash consideration payable in the Offer), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares or that could, individually or in its capacity the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) amend, modify, change or waive the Minimum Condition, the Termination Condition or the condition set forth in clause (g) of Annex I, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration, except as such. The Offer may not be withdrawn prior to its scheduled expiration permitted under Section 2.1(c) or Section 2.1(d), (as such expiration may be extended H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or re-extended (I) amend or modify the terms of the CVRs or the CVR Agreement (other than in accordance with this Agreementthe definition thereof), unless this Agreement is terminated in accordance with Section 8.1.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares or Preferred Shares validly tendered and not validly withdrawn pursuant to the Offer are and shall be subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B A (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). Parent and Purchaser expressly reserve Merger Sub reserves the right in its sole discretion (but is not obligated to) at any time and from time to (i) increase the Transaction Consideration, (ii) time in its discretion to waive any Offer Condition or (iii) make any other changes in modify the terms and conditions of the Offer; provided, however, that notwithstanding anything to the contrary in this Agreementexcept that, without the prior written consent of the Company, neither Parent nor Purchaser Merger Sub shall not (A) reduce the Transaction Considerationnumber of Shares or Preferred Shares subject to the Offer, (B) change reduce the Company Share Offer Price, the Series A Offer Price, the Series A-1 Offer Price or the Series A-2 Offer Price, (C) modify or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer ConditionsTermination Condition, (D) extend add to the Offer Conditions or otherwise change modify or waive any term of the Expiration Time Offer in a manner other than adverse to the Company or the holders of Shares or Preferred Shares, (E) extend the Offer (except as required or permitted by the other provisions of this AgreementSection 2.01), (EF) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, Offer or (G) otherwise amend provide for a “subsequent offering period” (or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. The Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended extension thereof) in accordance with this Agreement)Rule 14d-11 under the Exchange Act and, unless this Agreement is terminated without the prior written consent of the holders of the majority of the issued and outstanding Series A Preferred Shares, neither the Series A-1 Offer Price nor the Series A-2 Offer Price may be increased (other than in accordance with Section 8.1the definitions thereof).

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject Subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B Annex I (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as collectively, the “Offer Conditions”), as soon as practicable after the Expiration Date, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms, and promptly accept for payment and promptly thereafter pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer. Parent and The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains terms not inconsistent with those set forth in this Agreement. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (FC) decrease the maximum number of Shares sought to be purchased in the Offer, or (GD) otherwise impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder holders of Shares (collectively, the “Company Stockholders”) generally in its their capacity as such. such or (F) amend, modify or waive the Minimum Condition, as defined in Annex I. The Offer may not be withdrawn terminated prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer without the prior written consent of the Company, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the Offer Conditions and the other terms set forth in this Agreement. Purchaser expressly reserve reserves the right right, to the extent permitted by applicable Legal Requirements, to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction Consideration, Offer Price (other than in a manner required by Section 1.1(g),) (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that materially and adversely affects affects, or would reasonably be expected to materially and adversely affect, any holder of Shares in its capacity as suchsuch (provided that Purchaser expressly reserves the right but shall not be obligated to waive any of the Offer Conditions), (G) except as provided in Sections 1.1(c) or 1.1(d), terminate the Offer or accelerate, extend or otherwise change the Expiration Date or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The In accordance with Section 1.1(d), the Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser and Parent and Purchaser expressly reserve the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (FC) decrease the maximum number of Shares sought to be purchased in the Offer, or (GD) otherwise impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right (in its sole discretion) to (i) increase the Transaction ConsiderationOffer Price, (ii) waive waive, in whole or in part, any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (DE) amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be likely to adversely affect, any holder of Shares, (F) change or waive the Minimum Condition or any of the Specified Offer Conditions, (G) extend or otherwise change the Expiration Time Date in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (GH) otherwise amend or modify provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as suchExchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (DE) amend or modify any of the Offer Conditions in a manner that adversely affects, or reasonably could adversely affect, any holder of Shares, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Time Date in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, Agreement or (GH) otherwise amend or modify provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as suchExchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationClosing Amount or amend the terms of the CVR or the CVR Agreement, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) form of the Offer Conditionsconsideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such, (F) change or waive the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (or, to the extent permitted waivable by Exhibit B) Purchaser or Parent, waiver of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Company Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) amend, change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or reasonably could adversely affect, any holder of Company Shares (collectively, the “Company Stockholders”), (F) amend, change, modify or waive the Minimum Condition or the Offer Conditions set forth in its capacity clauses (d), (g) or (h) in Annex I, or (G) except as suchprovided in Section 1.01(c) or Section 1.01(d), terminate or withdraw the Offer or accelerate, extend or otherwise change the Expiration Date. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.17.01.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase that contains the terms set forth in this Agreement, the Minimum Tender Condition and Purchaser the other Offer Conditions. Merger Sub expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or (iii) make any other changes in the terms and conditions of the Offer; provided, however, that notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser Merger Sub shall (A) reduce the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer ConditionsCondition, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time Date in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. The Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (FC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (Gg) of Annex I, (F) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, to (and of Parent to cause Purchaser to, ) accept for payment, and (prior to the Offer Acceptance Time) pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit Bunder applicable Legal Requirements) of the conditions set forth in Exhibit B Annex I (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as collectively, the “Offer Conditions”), and no other conditions. Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction Considerationamount of cash constituting the Offer Price, (ii) waive any Offer Condition or (to the extent permitted under applicable Legal Requirements) and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth form of consideration payable in clause (h)(ii) of the Offer Conditions(provided that nothing herein shall limit the ability of Parent and Purchaser to increase the cash consideration payable in the Offer), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.01(c) or 1.01(d), or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1Article 8.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly shares of Common Stock tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Purchaser the other Offer Conditions. Merger Sub expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, provided that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser and Merger Sub shall not (AI) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (EII) change the form of consideration payable in the Offer, (FIII) decrease the maximum number of Shares shares of Common Stock sought to be purchased in the Offer, (IV) impose conditions to the Offer in addition to, or that expand upon, the Offer Conditions, (V) amend, change or waive the Minimum Condition, Termination Condition or conditions “(d)” and “(f)” set forth in Annex I, (VI) except as provided in Sections 2.1(c) or 2.1(d), terminate the Offer or accelerate, extend or otherwise change the Expiration Date, (VII) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act or (GVIII) otherwise modify or amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that materially and adversely affects affects, or reasonably could be expected to materially and adversely affect, any holder of Shares in its capacity as such. The shares of Common Stock or the likelihood of consummation of the Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1and the Merger on a timely basis.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Purchaser the other Offer Conditions. Merger Sub expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent Consent of the Company, neither Parent nor Purchaser and Merger Sub shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition Termination Condition, and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (DE) amend, change or waive the Minimum Condition, Termination Condition or conditions “(d)” and “(f)” set forth in Annex I, (F) except as provided in Sections 1.1(c) or 1.1(d), terminate the Offer or accelerate, extend or otherwise change the Expiration Time in a manner other than as required or permitted by this AgreementDate, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act or (H) otherwise modify or amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or reasonably could be expected to adversely affect, any holder of Shares in its capacity as such. The Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1Shares.

Terms and Conditions of the Offer. The If the Offer Termination has not occurred, the obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and the Termination Condition, and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser and Parent and Purchaser expressly reserve the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition other than the Minimum Condition, the Termination Condition or the conditions set forth in clauses (e) and (g) (solely in respect of any Antitrust Law) of Annex I and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (FC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (Ge) and (g) (solely in respect of any Antitrust Law) of Annex I, (F) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c), 1.1(d) or 5.4 (including, for the avoidance of doubt, in connection with an Offer Termination), or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be terminated or withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18 or the Offer is terminated or withdrawn in connection with an Offer Termination.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit Bunder this Agreement) of the conditions set forth in Exhibit B A (the Minimum Tender Condition and the other conditions set forth as they may be amended in Exhibit B are referred to collectively as accordance with this Agreement, collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Tender Condition, and the other Offer Conditions. Parent and Purchaser Merger Sub expressly reserve the right to (ibut are not required to) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition (other than the Minimum Tender Condition, which is non-waivable) or (iii) make any other changes in modify the terms and conditions of the OfferOffer in their sole discretion; providedexcept that, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser Merger Sub shall not (Ai) reduce the Transaction Considerationnumber of shares of Company Common Stock subject to the Offer, (Bii) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of reduce the Offer ConditionsPrice, (Ciii) impose conditions or requirements add to the Offer Conditions or change, modify or waive any Offer Condition in addition a manner adverse to the Offer Conditionsany holder of Company Common Stock in its capacity as such, (Div) extend or otherwise change the Expiration Time in a manner other than Date (except as required or permitted by this Agreement, the provisions of Section 2.1(c)) or (Ev) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. The Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1.

Terms and Conditions of the Offer. The If the Offer Termination has not occurred, the obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and the Termination Condition, and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser and Parent and Purchaser expressly reserve the right to (i) increase the Transaction Considerationamount of the Cash Consideration or the amount of any Milestone Payment, (ii) waive any Offer Condition other than the Minimum Condition, the Termination Condition or the conditions set forth in clauses (e) and (g) (solely in respect of any Antitrust Law) of Annex I and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction Considerationamount of the Cash Consideration or the amount of any Milestone Payment or otherwise amend any of the terms or conditions of the CVR Agreement in a manner adverse to any holder of Shares in its capacity as such, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (FC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (Ge) and (g) (solely in respect of any Antitrust Law) of Annex I, (F) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c), 1.1(d) or 5.4 (including, for the avoidance of doubt, in connection with an Offer Termination), or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be terminated or withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18 or the Offer is terminated or withdrawn in connection with an Offer Termination.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject Subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”), as soon as practicable after the Expiration Date, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms, and promptly accept for payment and promptly thereafter pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer. Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions. Purchaser expressly reserve shall have the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in to the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (DE) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects, or could reasonably be expected to adversely affect, any holder of Shares or that could, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Condition or the Regulatory Condition, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Time Date in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, Agreement or (GH) otherwise amend or modify provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. The Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser to, Merger Sub to (and of Parent to cause Purchaser Merger Sub to, ) accept for paymentpurchase, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the prior satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit Bunder applicable Laws) of the conditions set forth in Exhibit B Annex I (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as collectively, the “Offer Conditions”), and no other conditions. Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex I), the Termination Condition (as defined in Annex I) and Purchaser the other Offer Conditions. Merger Sub expressly reserve reserves the right to (i) increase the Transaction Considerationamount of cash constituting the Offer Price, (ii) waive any Offer Condition or (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser and Merger Sub shall not (A) reduce decrease the Transaction ConsiderationOffer Price (except to the extent required by Section 3.3(e)), (B) change or waive the Minimum Tender Condition or the condition set forth form of consideration payable in clause (h)(ii) of the Offer Conditions(provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect any holder of Shares in its capacity as such. The , (G) withdraw or terminate the Offer may not be withdrawn prior to its scheduled expiration or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d) or (as such expiration may be extended H) provide any “subsequent offering period” (or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser to, to (and of Parent to cause Purchaser to, ) accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit Bunder applicable Legal Requirements) of the conditions set forth in Exhibit B Annex I (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as collectively, the “Offer Conditions”), and no other conditions. Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction Considerationamount of cash constituting the Offer Price, (ii) waive any Offer Condition or (to the extent permitted under applicable Legal Requirements) and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth form of consideration payable in clause (h)(ii) of the Offer Conditions(provided that nothing herein shall limit the ability of Parent and Purchaser to increase the cash consideration payable in the Offer), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.01(c) or 1.01(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1Article 8.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent such waiver is permitted by Exhibit Bapplicable Law) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent and Purchaser The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement. Merger Sub expressly reserve reserves the right right, to the extent permitted by applicable Law, to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition other than the Minimum Condition, the Termination Condition, the Order Condition, or the Regulatory Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser Merger Sub shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or could reasonably be expected to adversely affect, any holder of Shares or that could, individually or in its capacity as such. The the aggregate, reasonably be expected to prevent or delay the consummation of the Offer may not be withdrawn prior or prevent, delay or impair the ability of Parent or Merger Sub to its scheduled expiration consummate the Offer, the Merger or the other Transactions, (as such expiration may be extended F) amend, modify, change or re-extended in accordance with this Agreement)waive the Minimum Condition, unless this Agreement is terminated the Termination Condition, the Order Condition or the Regulatory Condition, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, except in accordance with Section 8.12.1(c) or Section 2.1(d), (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) take any action (or fail to take any action) that would result in the Merger not being permitted to be effected pursuant to Section 321(f) of the PBCL.

Terms and Conditions of the Offer. The obligations of Purchaser to, to (and of Parent to cause Purchaser to, ) accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit Bunder applicable Legal Requirements) of the conditions set forth in Exhibit B Annex I (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as collectively, the “Offer Conditions”), and no other conditions. Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction Considerationamount of cash constituting the Offer Price, (ii) waive any Offer Condition or (to the extent permitted under applicable Legal Requirements) and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth form of consideration payable in clause (h)(ii) of the Offer Conditions(provided that nothing herein shall limit the ability of Parent and Purchaser to increase the cash consideration payable in the Offer), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or ‎(g) of consideration payable in the Offer‎Annex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections ‎1.01(c) or ‎1.01(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1‎Article 8.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly (including Shares issued pursuant to Company Restricted Stock Awards) tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (DE) amend or modify any of the Offer Conditions in a manner that adversely affects, or reasonably could adversely affect, any holder of Shares, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Time Date in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (GH) otherwise amend or modify provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as suchExchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject Subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B Annex I (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as collectively, the “Offer Conditions”), as soon as practicable after the Expiration Date (but no later than 9:00 am Eastern Time, on the first business day after the Expiration Date), Purchaser shall (and Parent shall cause Purchaser to) accept for payment and promptly thereafter (but no later than the first business day after the Expiration Date) pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer. Parent and The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains terms not inconsistent with those set forth in this Agreement. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (FC) decrease the maximum number of Shares sought to be purchased in the Offer, or (GD) otherwise impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder holders of Shares generally, (F) change the Minimum Condition, (G) extend or otherwise change the Expiration Date in its capacity a manner other than as suchrequired or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn terminated prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer without the prior written consent of the Company, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, Merger Sub to (and of Parent to cause Purchaser Merger Sub to, ) accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit Bunder applicable Laws) of the conditions set forth in Exhibit B Annex I (collectively, the "Offer Conditions"), and no other conditions. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") that contains the terms set forth in this Agreement, the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). Parent and Purchaser Merger Sub expressly reserve reserves the right to (i) increase the Transaction Consideration, (ii) waive any Offer Condition or (iiito the extent permitted under applicable Laws) and (ii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser and Merger Sub shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth form of consideration payable in clause (h)(ii) of the Offer Conditions(provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form of consideration payable in the OfferMinimum Condition, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Time, in each case, except as provided in Section 1.1(c) or 1.1(d), or (H) provide any "subsequent offering period" (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Time (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Time) of the Offer, unless this Agreement is terminated in accordance with Section 8.110.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (FC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clauses (d) or (Gf) of Annex I, (F) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, or that would or would reasonably be expected to, individually or in the aggregate, materially impair, prevent or materially delay Parent’s or Purchaser’s ability to consummate the Transactions in a timely manner, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement)the Expiration Date of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, to (and of Parent to cause Purchaser to, ) accept for payment, and (prior to the Offer Acceptance Time) pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are shall be subject to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit Bunder applicable Legal Requirements) of the conditions set forth in Exhibit B Annex I (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as collectively, the “Offer Conditions”), and no other conditions. Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction Considerationamount of cash constituting the Offer Price, (ii) waive any Offer Condition or (to the extent permitted under applicable Legal Requirements) and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth form of consideration payable in clause (h)(ii) of the Offer Conditions(provided that nothing herein shall limit the ability of Parent and Purchaser to increase the cash consideration payable in the Offer), (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of consideration payable in the Offer‎Annex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections ‎1.01(c) or ‎1.01(d), or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1‎Article 8.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject Subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”), as soon as practicable after the Expiration Date, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms, and promptly accept for payment and promptly thereafter pay for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer (the “Offer Closing”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains terms not inconsistent with those set forth in this Agreement. Purchaser and Parent and Purchaser expressly reserve the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Company Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Company Shares (collectively, the “Company Stockholders”) in its capacity as such, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date of the Offer (except to the extent permitted or required pursuant to Section 1.1(c)) or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn terminated prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer without the prior written consent of the Company, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or could reasonably be expected to adversely affect, any holder of Shares or that could, individually or in its capacity as such. The the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer may not be withdrawn prior or prevent, materially delay or materially impair the ability of Parent or Purchaser to its scheduled expiration consummate the Offer, the Merger or the other Transactions, (as such expiration may be extended F) amend, modify, change or re-extended waive the Minimum Condition, the Termination Condition or the condition set forth in accordance with this Agreement)clause (g) of Annex I, unless this Agreement is terminated (G) terminate the Offer or accelerate, extend or otherwise change the Expiration, except in accordance with Section 8.12.1(c) or Section 2.1(d) or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition Termination Condition, and the other conditions set forth in Exhibit B are referred to collectively as (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of consideration payable in the OfferExhibit B, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Section 1.1(c) or Section 1.1(d), (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) take any action (or fail to take any action) that would result in the Merger not being permitted to be effected pursuant to Section 251(h) of the DGCL. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1Article VIII.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent such waiver is permitted by Exhibit Bapplicable Law) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationCash Amount, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (FC) decrease the maximum number of Shares sought to be purchased in the Offer, or (GD) otherwise impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, any holder of Shares or that would, individually or in its capacity as such. The the aggregate, reasonably be expected to prevent or delay the consummation of the Offer may not be withdrawn prior to its scheduled expiration or the Merger, (as such expiration may be extended F) amend, modify, change or re-extended in accordance with this Agreement)waive the Minimum Condition or the Termination Condition, unless this Agreement is terminated (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, except in accordance with Section 8.12.1(c) or Section 2.1(d), (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) amend or modify the terms of the CVR or the CVR Agreement.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject Subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”), as soon as practicable after the Expiration Date, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms, and promptly accept for payment and promptly thereafter pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer. Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (DE) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects, or could reasonably be expected to adversely affect, any holder of Shares or that could, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) change or waive the Minimum Condition or the Regulatory Condition, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Time Date in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, Agreement or (GH) otherwise amend or modify provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. The Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1Exchange Act.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are subject to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser and Parent and Purchaser expressly reserve the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Purchaser and Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or the condition set forth in clause (h)(ii) of the Offer Conditions, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (FC) decrease the maximum number of Shares sought to be purchased in the Offer, or (GD) otherwise impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its their capacity as such, (F) change or waive the Minimum Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement, or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall not (A) reduce decrease the Transaction ConsiderationClosing Amount or amend the terms of the CVR or the CVR Agreement, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or reasonably could be expected to adversely affect, any holder of Shares in its capacity as suchsuch or (F) change or waive the Minimum Condition. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor Parent, Payor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationClosing Amount or amend the terms of the CVR or the CVR Agreement, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) Table of Contents decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn withdrawn) pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (e) or (g) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or reasonably could adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Section 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of Minimum Condition, the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the Offer Conditions and the other terms set forth in this Agreement. Purchaser expressly reserve reserves the right right, to the extent permitted by applicable Legal Requirements, to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, neither Parent nor and Purchaser shall not (A) reduce decrease the Transaction ConsiderationOffer Price (other than in a manner required by Section 1.1(g)), (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the conditions set forth in clause (f) or (g) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that would adversely affects affect any holder of Shares in its capacity as suchsuch (provided that Purchaser expressly reserves the right but shall not be obligated to waive any of the Offer Conditions to the extent permitted hereunder), (G) except as provided in Sections 1.1(c) or 1.1(d), terminate the Offer or accelerate, extend or otherwise change the Expiration Date or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.

Terms and Conditions of the Offer. The obligations of Purchaser Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of set forth in this Agreement, including the satisfaction of the Minimum Tender Condition and Condition, the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Exhibit B (the Minimum Tender Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as Annex I (collectively, the “Offer Conditions”). Parent The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Purchaser the other Offer Conditions. Merger Sub expressly reserve reserves the right to (i) increase the Transaction ConsiderationOffer Price, (ii) waive any Offer Condition or and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, without the prior written consent Consent of the Company, neither Parent nor Purchaser and Merger Sub shall not (A) reduce decrease the Transaction ConsiderationOffer Price, (B) change or waive the Minimum Tender Condition or form of consideration payable in the condition set forth in clause (h)(ii) of the Offer ConditionsOffer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (D) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change amend, modify or waive the form Minimum Condition, Termination Condition or the condition set forth in clause (f) of consideration payable in the OfferAnnex I, (F) decrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to its scheduled expiration the Expiration Date (as such expiration may be extended or re-extended in accordance with this Agreement)any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.18.