Common use of Conditions of the Offer Clause in Contracts

Conditions of the Offer. Notwithstanding any other provision of the Offer, Purchaser shall not be obligated to accept for payment, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for payment, any of the following conditions exists and is continuing, regardless of the circumstances giving rise to such condition:

Conditions of the Offer. Capitalized terms used but not defined in this Annex II shall have the meanings set forth in the Agreement and Plan of Merger to which this Annex II is attached (the "Agreement"). Notwithstanding any other provision of the Offer, Purchaser shall not be obligated to accept for payment, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for Offer or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser Acquisition Sub shall not be required to accept for payment, or (subject to any applicable rule or regulation of the SEC) pay for, and may delay the acceptance of payment of, or (subject to any applicable rule or regulation of the SEC) the payment for, any tendered shares of Company Common Stock, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d1.1(c)(ii) of the Agreement) may terminate the Offer on any scheduled expiration date and before acceptance not accept for payment any tendered shares of such Company Common Shares for paymentStock, if (i) the Minimum Condition shall not have been satisfied by midnight, U.S. Eastern Time, on the expiration date of the Offer, or (ii) any of the following additional conditions exists shall not have been satisfied: (a) the waiting period applicable to the purchase of or payment for shares of Company Common Stock pursuant to the Offer under the HSR Act shall have expired or been terminated, and is continuingthere shall not be in effect any voluntary agreement between Parent and the Federal Trade Commission or the Department of Justice pursuant to which Parent has agreed not to consummate the Offer for any period of time, regardless which agreement has been entered into consistent with Parent's obligations under Sections 6.2 and 6.6; (b) each of the representations and warranties of the Company contained in the Agreement shall have been accurate in all respects as of the date of the Agreement (except that any representation or warranty that, by its express terms, speaks only as of an earlier date need only have been accurate as of such earlier date); PROVIDED, HOWEVER, that (i) for avoidance of doubt, this clause "(b)" does not require any of the Company's representations and warranties contained in the Agreement to be accurate as of a date subsequent to the date of the Agreement, (ii) for purposes of determining the accuracy of such representations and warranties as of the date of the Agreement (or any applicable earlier date), (A) all materiality qualifications contained in such representations and warranties shall be disregarded and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of the Agreement shall be disregarded, and (iii) the inaccuracies in such representations and warranties shall be disregarded for purposes of this clause "(b)" if all such inaccuracies and the circumstances giving rise to and events underlying such conditioninaccuracies, considered collectively:

Conditions of the Offer. Notwithstanding any other provision provisions of the Offer, Purchaser Parent shall not be obligated required to accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to , pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, if (i) there shall not be validly tendered and not properly withdrawn prior to the expiration Expiration Date for the Offer that number of Shares which, when added to any Shares already owned by Parent, its Subsidiaries and the Support Parties (and for this purpose, Parent, its Subsidiaries and the Support Parties shall be deemed to own Shares that are subject to options to purchase Shares to the extent such options have been irrevocably exercised and paid for by any of them prior to the Expiration Date), represents at least a majority of the outstanding Shares on a fully diluted basis as of the Expiration Date of the Offer (as it assuming the issuance of all Shares that may have been extended pursuant be issued upon the vesting of outstanding Company Restricted Stock, plus Shares issuable upon the exercise of all outstanding Company Stock Options, warrants and other rights to Section 2.01(dpurchase Shares with an exercise price per Share less than the Offer Price) of the Agreement)(such condition, there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore”), Purchaser shall not be required to accept for payment, and or (subject to ii) at any time on or after the rules and regulations date of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration commencement of the Offer (as it may have been extended pursuant and prior to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for paymentExpiration Date, any of the following conditions exists events shall occur and is be continuing, regardless of the circumstances giving rise to such condition:

Conditions of the Offer. Notwithstanding any other provision term of the OfferOffer or this Agreement, Purchaser Sub shall not be obligated required to accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s Sub's obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer)) shall not be obligated , to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer unless (i) there shall have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares that, together with the Shares and Class B Shares subject to the Option contained in the Stockholder Agreement, would constitute a majority of the Shares and Class B Shares that in the aggregate are outstanding, determined on a fully diluted basis for all outstanding stock options, the Convertible Debentures, other securities convertible into Shares or Class B Shares and any other rights to acquire Shares or Class B Shares(the "Minimum Condition") and (ii) any waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated (the "HSR Condition"). Furthermore, notwithstanding any other term of the Offer or this Agreement, Sub shall not be required to accept for payment or, subject as aforesaid, to pay for any Shares not theretofore accepted for payment or paid for) unless, prior to the expiration of and may terminate the Offer (as it may have been extended pursuant to Section 2.01(d) if, at any time on or after the date of the Agreement), there shall have been tendered this Agreement and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay before the acceptance for payment of or payment for, any Company Common such Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for paymentpayment therefor, any of the following conditions exists and is continuing, regardless (other than as a result of the circumstances giving rise to such condition:any action or inaction of Parent or any of its subsidiaries that constitutes a breach of this Agreement):

Conditions of the Offer. Notwithstanding The obligation of Merger Sub to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a)” through “(h)” below. Accordingly, notwithstanding any other provision term of the Offer or the Agreement to the contrary, Merger Sub shall not be required to consummate the Offer, Purchaser shall not be obligated to accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act Rule 14e-l(c) (relating to ParentMerger Sub’s obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer)) shall not be obligated to , pay for, or and may delay the acceptance for payment of or or, subject to such rules and regulations, the payment for, any Company Common tendered Shares tendered pursuant to and, if permitted by the Merger Agreement, may terminate the Offer: (i) if the Merger Agreement has been terminated in accordance with ARTICLE 8; and (ii) at any scheduled Offer Expiration Time (as the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to, and subject to any requirements to extend the Offer pursuant to, Section 2.01(d2.01(c) of the Merger Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares if: (if anyA) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as Minimum Tender Condition or the “Minimum Condition.” Furthermore, Purchaser Termination Condition shall not be required to accept for payment, and satisfied by the Offer Expiration Time; or (subject to the rules and regulations B) any of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) additional conditions set forth below shall not be obligated to pay for, satisfied or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant (to the Offer (and not theretofore accepted for payment or paid forextent permitted by Applicable Law) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for payment, any of the following conditions exists and is continuing, regardless of the circumstances giving rise to such conditionwaived in writing by Parent:

Conditions of the Offer. Notwithstanding any other provision ​ For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Offer, Schedule TO and is incorporated herein by reference. The obligation of Purchaser shall not be obligated to accept for payment, payment and pay for Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions below. Purchaser will not be required to, and Wonder will not be required to cause Purchaser to, accept for purchase or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to ParentPurchaser’s obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer)) shall not be obligated , to pay for, or for any Shares tendered (and not validly withdrawn) pursuant to the Offer and may delay the acceptance for payment of or payment foror, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant Shares, and (subject to the Offer (and provisions of the Merger Agreement) may not theretofore accepted accept for payment or paid for) any tendered Shares if, upon at the then-scheduled expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for paymentOffer, any of the following conditions exists and is continuing(collectively, regardless of the circumstances giving rise to such condition“Offer Conditions”) exist: (i) the Minimum Condition has not been satisfied. The “

Conditions of the Offer. Notwithstanding any other provision of the Offer, Purchaser but subject to compliance with the terms and conditions of the Agreement, and in addition to (and not in limitation of) the rights and obligations of Merger Sub to extend and/or amend the Offer pursuant to the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to ParentMerger Sub’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d1.1(a) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliatesaffiliates, represent one share more than 50% of the Company Outstanding Sharesoutstanding Shares (on a fully diluted basis). The preceding condition is referred to as the “Minimum Tender Condition.” Furthermore, Purchaser Merger Sub shall not be required to accept for payment, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to ParentMerger Sub’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d1.1(a) of the Agreement) and before acceptance of such Company Common Shares for payment, any of the following conditions exists and is continuing, regardless of the circumstances giving rise to such condition:condition (other than any such circumstances directly caused by any breach by Parent or Merger Sub of any of their representations, warranties, covenants, agreements or obligations under the Agreement): (a) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality shall not be true and correct and those not so qualified shall not be true and correct in all material respects, as of the date of this Agreement and as of the Purchase Date, as though made on and as of the Purchase Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall not be true and correct, and those not so qualified shall not be true and correct in all material respects, on and as of such earlier date), except, in each case, where the (A) failure of such representations or warranties (other than the representations or warranties in Section 5.1(b)(i), Section 5.1(c), the last sentence of Section 5.1(m) and Section 5.1(s)) to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (B) failure of the representations or warranties in Section 5.1(b)(i), Section 5.1(c), the last sentence of Section 5.1(m) and Section 5.1 (s) to be true and correct is not, individually or in the aggregate, a failure to be true and correct in all material respects.

Conditions of the Offer. For the purposes of this Section 15, capitalized terms used but not defined herein will have the meanings set forth in the Merger Agreement. Notwithstanding any other provision of the OfferOffer or the Merger Agreement, neither Intersil or the Purchaser shall not be obligated required to accept for paymentpayment or, and (subject to the applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parentthe Purchaser’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to , pay for, and (subject to any such rules or may regulations) may, to the extent expressly permitted by the Merger Agreement, delay the acceptance for payment of for, or the payment for, any Company Common Shares validly tendered pursuant to the Offer (and not theretofore accepted for payment properly withdrawn, and, to the extent permitted by the Merger Agreement, may amend or paid forterminate the Offer if (a) unless, there shall not have been validly tendered and not properly withdrawn on or prior to the expiration Expiration Date that number of Shares which, taken together with the number of Shares, if any, beneficially owned by Intersil and its direct and indirect wholly-owned subsidiaries, constitutes at least a majority of the then outstanding Shares after taking into account all outstanding Shares and assuming the exercise, conversion or exchange of all Company Options, warrants, convertible or exchangeable securities and similar rights of the Company and the issuance of all Shares that the Company is obligated to issue thereunder (but excluding any Shares underlying Company Options that are not vested and exercisable and will not become vested and exercisable on or before July 20, 2010) (the “Minimum Condition”); (b) any waiting periods (and any extensions thereof) applicable to the Offer or the Merger under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (as it may the “HSR Act”) shall not have expired or been earlier terminated and any other applicable, agreed upon governmental authorization under antitrust, competition or merger control laws, shall not have been extended pursuant to Section 2.01(dgranted or the relevant waiting period shall not have expired or been earlier terminated; (c) any Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clause (b) of this paragraph; (d) Section 6 of any of the AgreementTender Agreements relating to no transfer requests shall have been breached or repudiated by the Company (without the consent of Intersil and Purchaser), ; or (e) any of the following events or conditions shall occur and be continuing at the scheduled Expiration Date: (i) there shall have been tendered threatened in writing or instituted and be pending any Legal Proceeding by any Governmental Body of competent jurisdiction (A) that seeks to impose a Burdensome Condition; or (B) that seeks to restrain, enjoin or otherwise prohibit the making or consummation of the Offer or the Merger; (ii) there shall have been (A) any judgment, order or injunction entered or issued by any Governmental Body of competent jurisdiction or (B) any applicable Legal Requirement promulgated, enacted, entered, enforced, issued or amended by any Governmental Body of competent jurisdiction that would result in any of the consequences referred to in clauses (A) or (B) of clause (i) above; (iii) (A) the Company shall not validly withdrawn Company Common Shares that, considered together have performed all obligations and complied with all other Company Common Shares covenants required by the Merger Agreement to be performed or complied with by it prior to the Expiration Date, in all material respects, and such failure to perform or comply shall not have been cured prior to the Expiration Date, (if anyB) beneficially owned by Parent the representations and its Affiliates, represent more than 50% warranties of the Company Outstanding Shares. The preceding condition is referred to as contained in Section 3 of the “Minimum Condition.” Furthermore, Purchaser Merger Agreement (other than Sections 3.2 and 3.3) shall not be required true and correct (without regard to accept materiality or Material Adverse Effect qualifiers contained therein) as of the date of the Merger Agreement and as of the Expiration Date as if made at and as of such time (other than representations and warranties made as of a specified date, in which case as of such specified date), except for paymentwhere the failure to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (C) the representations and warranties of the Company contained in Section 3.2 of the Merger Agreement shall not be true and correct (taking into account and giving effect to any materiality or Material Adverse Effect qualifiers contained therein) as of the date of the Merger Agreement and as of the Expiration Date (other than such representations and warranties made as of specified date, in which case as of such specified date), and (D) the representations and warranties of the Company contained in Section 3.3 of the Merger Agreement shall not be true and correct in all material respects as of the date of the Merger Agreement and as of the Expiration Date (other than such representations and warranties made as of a specified date, in which case as of such specified date); Table of Contents (iv) the Merger Agreement shall have been terminated in accordance with its terms; (v) Purchaser and the Company shall have reached mutual agreement to postpone the acceptance for payment of Shares under the Merger Agreement; or (vi) the Company shall not have furnished Intersil with a certificate dated as of the date of determination signed on its behalf by both its Chief Executive Officer and Chief Financial Officer to the effect that the conditions set forth in paragraph (e)(iii) above shall not have occurred and continue to exist. We have determined and agreed with the Company that the Offer and Merger meet the jurisdictional thresholds of reporting under the HSR Act and are therefore subject to the provisions of the HSR Act. The applicable HSR Act waiting period will expire on April 8, 2010, unless Intersil receives early termination or a request for additional information. We have also determined and agreed with the Company that the antitrust, competition or merger control laws of jurisdictions outside of the United States will not apply to the acquisition of Shares in the Offer or the Merger. For purposes of the Merger Agreement, an event, violation, inaccuracy, circumstance or development will be deemed to have a “Material Adverse Effect” on the Company and its subsidiaries if such event, violation, inaccuracy, circumstance or development, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on (i) the business, condition, capitalization, assets, liabilities, operations or financial performance of the Company and its subsidiaries taken as a whole, or (ii) the ability of the Company to consummate the Merger, in each case, with respect to clause (i) above, except to the extent that such event, violation, inaccuracy, circumstance or development results, alone or in combination, from the following, none of which shall be taken into account in determining whether any such material adverse effect has occurred, with respect to clause (i) above, or would reasonably be expected to occur: (A) any failure by the Company or its subsidiaries to meet projections, forecasts or analyst expectations for any period ending (or for which revenues or earnings are released) on or after the date of the Merger Agreement, in each case in and of themselves and not intending to exclude from the definition of Material Adverse Effect any underlying reason for such failure; (B) any decrease in the market price of shares of Company Common Stock (but not any change or effect underlying such decrease to the extent such change or effect would otherwise constitute a Material Adverse Effect on the Company); (C) changes or events arising out of the announcement of the transactions contemplated by, or compliance with the terms of, the Merger Agreement (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (D) conditions, events or circumstances affecting the industries in which the entity participates, the U.S. economy as a whole or foreign economies in any locations where the entity has material operations or sales except if such entity is adversely affected in a materially disproportionate manner as compared to similarly situated entities; (E) changes in applicable legal requirements or GAAP; (F) any litigation brought or threatened by stockholders of the Company (whether on behalf of the Company or otherwise) in respect of the announcement of the Merger Agreement or the transactions contemplated thereby, including consummation of the Offer and the Merger; (G) any actions taken or announced by Intersil or any actions taken or announced by the Company at the prior written request of Intersil; or (H) the failure by Intersil to comply with the terms of or take actions required by this Agreement. Subject to the terms and conditions of the Merger Agreement, the foregoing conditions are for the sole benefit of Intersil and Purchaser and, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under may be waived by Intersil or Purchaser, in whole or in part, at any time, at the Exchange Act (relating sole discretion of Intersil or Purchaser. Subject to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal the applicable rules and regulations of the Offer)) SEC, the failure by Intersil or Purchaser at any time to exercise any of the foregoing rights shall not be obligated deemed a waiver of any such right, the waiver of any such right with respect to pay for, or particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right that may delay the acceptance for payment of or payment for, be asserted at any Company Common Shares tendered pursuant time and from time to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for payment, any of the following conditions exists and is continuing, regardless of the circumstances giving rise to such condition:time.

Conditions of the Offer. Notwithstanding any other provision provisions of the Offer, Purchaser shall not be obligated to accept for payment, and Offer (subject to the terms and conditions of the Merger Agreement and any applicable rules and regulations of the SECCommission, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the AgreementAct), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser Subcorp shall not be required to accept for payment, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for payment or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or and may delay the acceptance for payment of or payment forof, any Company shares of ALARIS Common Shares Stock, if (i) there shall not be validly tendered pursuant and not properly withdrawn prior to the Offer Expiration Date that number of shares of ALARIS Common Stock (and not theretofore accepted for payment disregarding any shares tendered by any officer or paid fordirector of ALARIS) if, upon that represents at least one share more than the expiration number of shares equal to (A) the ALARIS’ Majority Stockholder’s Shares plus (B) a majority of the Offer then issued and outstanding shares of ALARIS Common Stock (other than (1) ALARIS’ Majority Stockholder’s Shares and (2) shares of ALARIS Common Stock owned beneficially or of record by directors or executive officers of ALARIS outstanding on the date of purchase (such number of shares, the “Minimum Condition”)), (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the Expiration Date or any other required waiting periods, material clearances or approvals of any Governmental Authority applicable to the Offer, the Merger or the transactions contemplated hereby under any Applicable Laws shall not have expired, been obtained or been terminated, as it the case may have been extended pursuant to Section 2.01(dbe, or (iii) at any time on or after the date of the Agreement) Merger Agreement and before acceptance of such Company Common Shares for paymentprior to the Appointment Time, any of the following conditions exists shall have occurred and is continuing, regardless of the circumstances giving rise continued to such conditionexist:

Conditions of the Offer. Notwithstanding any other provision For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Offer, Schedule TO and is incorporated herein by reference. The obligation of Purchaser shall not be obligated to accept for payment, payment and (pay for Shares validly tendered and not properly withdrawn pursuant to the Offer is subject to the satisfaction of the conditions below. Purchaser will not be required to, and ▇▇▇▇▇ will not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to ParentPurchaser’s obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer)) shall not be obligated , to pay for, or for any Shares tendered pursuant to the Offer and may delay the acceptance for payment of or payment foror, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant Shares, and (subject to the Offer (and provisions of the Merger Agreement) may not theretofore accepted accept for payment or paid for) any tendered Shares if, upon at the then-scheduled expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for paymentOffer, any of the following conditions exists (collectively, the “Offer Conditions”) exist: (i) the Minimum Tender Condition has not been satisfied. The “Minimum Tender Condition” means that there have been validly tendered in the Offer and is continuingnot properly withdrawn prior to the Expiration Time that number of Shares that, regardless when added to the Shares, if any, then owned by ▇▇▇▇▇, Purchaser or any subsidiary of Lilly, would represent at least a majority of the circumstances giving rise to such condition:Shares outstanding as of immediately following the consummation of the Offer; Table of Contents

Conditions of the Offer. Notwithstanding any other provision term of the OfferOffer or the Merger Agreement, Purchaser shall not be obligated required to, and Parent shall not be required to cause Purchaser to, accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s Purchaser's obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer), pay for any Shares unless (i) there shall have been validly tendered in the Offer and "received" by the "depositary" (as such terms are defined in Section 251(h) of the DGCL) and not be obligated properly withdrawn prior to pay forthe expiration of the Offer that number of Shares (excluding for the avoidance of doubt all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered) which would represent one more share than 50% of the total number of Shares of Common Stock outstanding at the time of the consummation of the Offer, including for the purposes of this calculation, the aggregate number of shares of AveXis common stock issuable to holders of AveXis stock options, AveXis warrants, AveXis restricted stock units and AveXis performance stock units (the "Minimum Tender Condition") and (ii) any waiting period (or may delay any extension thereof) applicable to the acceptance for payment purchase of or payment for, any Company Common Shares tendered pursuant to the Offer (and the consummation of the Merger under the HSR Act shall have expired or been terminated without the imposition of a Burdensome Condition. Furthermore, notwithstanding any other term of the Offer or the Merger Agreement, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject as aforesaid, to pay for any Shares not theretofore accepted for payment or paid for) unlessfor if, prior to at the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) Offer, any of the Agreementfollowing conditions exist: • there shall be any judgment issued by any governmental entity of competent jurisdiction or law or other legal restraint or prohibition in effect preventing or prohibiting the consummation of the Offer or the Merger or imposing a Burdensome Condition; • (A) any representation and warranty of AveXis set forth in Article III of the Merger Agreement (other than with respect to organization, standing and power; capital structure; authority, execution and delivery, enforceability; any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect; and brokers and other advisors) shall not be true and correct at such time, except to the extent such representation and warranty expressly relates to a specified date (in which case on and as of such specified date), there other than for such failures to be true and correct that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to "materiality" or Company Material Adverse Effect), (B) any representation and warranty of AveXis with respect to capital structure (other than with respect to evidence of stock options, restricted stock units and performance stock units) shall not be true and correct other than in de minimis respects at such time, except to the extent such representation and warranty expressly relates to a specified date (in which case on and as of such specified date), (C) any representation and warranty of AveXis with respect to organization, standing and power; evidence of stock options, restricted stock units and performance stock units; authority, execution and delivery, enforceability; or brokers and other advisors, shall not be true and correct in all material respects at such time, except to the extent such representation and warranty expressly relates to a specified date (in which case on and as of such specified date), and (D) any representation and warranty of AveXis with respect to any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect shall not be true and correct in all respects at such time; • AveXis shall have failed to comply with or perform in all material respects all obligations to be performed by it as of such time under the Merger Agreement; • AveXis shall have failed to deliver to Parent a certificate signed by an executive officer of AveXis, dated as of the Expiration Date, certifying that the Offer Conditions specified in the preceding two bullets do not exist; or • the Merger Agreement shall have been tendered terminated in accordance with its terms. The foregoing conditions shall be in addition to, and not validly withdrawn Company Common Shares thata limitation of, considered together with all other Company Common Shares (if any) beneficially owned by the rights of Parent and its AffiliatesPurchaser to extend, represent more than 50% terminate or modify the Offer in accordance with the terms and conditions of the Company Outstanding SharesMerger Agreement. The preceding condition is referred to as foregoing conditions are for the “Minimum Condition.” Furthermoresole benefit of Parent and Purchaser and, Purchaser shall not be required to accept for payment, and (subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under may be waived by Parent and Purchaser in whole or in part at any time and from time to time in their sole discretion (other than the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of Minimum Tender Condition and the OfferTermination Condition)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for payment, any of the following conditions exists and is continuing, regardless of the circumstances giving rise to such condition:.

Conditions of the Offer. Notwithstanding any other provision term of the OfferOffer or the Agreement, Purchaser shall not be obligated required to accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to ParentPurchaser’s obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer)) shall not be obligated to , pay for, or may delay the acceptance for payment any Shares of or payment for, any Company Common Shares Turnstone common stock tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, unless there shall have been validly tendered in the Offer (and not properly withdrawn) prior to the expiration of the Offer that number of Shares of Turnstone common stock (as it may have been extended excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” as such terms are defined by Section 2.01(d251(h) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares DGCL) that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent at least one Share more than 50% of the Company Outstanding Shares. The preceding condition is referred number of Turnstone common stock that are then issued and outstanding as of the expiration of the Offer, which we refer to as the “Minimum Tender Condition.” . Furthermore, notwithstanding any other term of the Offer or the Merger Agreement, Purchaser shall not be required to accept for paymentpayment or, and (subject to the rules and regulations of the SECas aforesaid, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common any Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and Turnstone common stock not theretofore accepted for payment or paid for) for if, upon at the then-scheduled expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for paymentOffer, any of the following conditions exists and is continuing, regardless exists: (i) there shall be any Legal Restraint in effect preventing or prohibiting the consummation of the circumstances giving rise Offer, the Merger or any of the other transactions contemplated by the Merger Agreement; (ii) (A) any representation or warranty of Turnstone set forth in Article IV (other than those set forth in Section 4.01 of the Merger Agreement (Due Organization, Subsidiaries), Section 4.03 of the Merger Agreement (Authority; Execution and Delivery; Enforceability), Section 4.04 of the Merger Agreement (No Vote Required), Section 4.05(a) of the Merger Agreement (Non-Contravention), Section 4.06 of the Merger Agreement (Capitalization), Section 4.08(b) of the Merger Agreement (No Material Adverse Effect), Section 4.21 of the Merger Agreement (No Financial Advisors) and Section 4.27 (Opinion of Financial Advisors)) shall not be true and correct as of the Agreement Date and at and as of the Offer Closing Time as if made on and as of the Offer Closing Time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Turnstone Material Adverse Effect (for purposes of determining the satisfaction of this condition:, without regard to any qualifications or exceptions contained therein as to “materiality” or “Turnstone Material Adverse Effect”);

Conditions of the Offer. Notwithstanding any other provision For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the OfferSchedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions below. Purchaser will not be required to, Purchaser and Lilly shall not be obligated required to cause Purchaser to, accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to ParentPurchaser’s obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer)) shall not be obligated , to pay for, or for any Shares tendered pursuant to the Offer and may delay the acceptance for payment of or payment foror, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant Shares, and (subject to the Offer (and provisions of the Merger Agreement) may not theretofore accepted accept for payment or paid for) any tendered Shares if, upon at the then-scheduled expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for paymentOffer, any of the following conditions exists and is continuing, regardless exist: (i) the Minimum Tender Condition has not been satisfied; (ii) the Antitrust Condition has not been satisfied; (iii) the Legal Restraint Condition has not been satisfied; (iv) (A) any representations or warranties of Dermira set forth in Article III of the Merger Agreement (other than those set forth in Sections 3.01, 3.02(a), (c) and (d), 3.04, 3.08(a), 3.20, 3.22 and 3.23 of the Merger Agreement) shall not be true and correct at and as of the date of the Merger Agreement at and as of such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date), other than for such failures to be true and correct that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”), (B) any representation or warranty of Dermira set forth in Sections 3.01, 3.04, 3.20, 3.22 or 3.23 of the Merger Agreement (concerning Dermira’s organization, standing and power; authority, execution and delivery, and enforceability; brokers and other advisors; opinion of financial advisors; and no vote required) shall not be true and correct in all material respects at and as of the date of the Merger Agreement and at and as of such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date) (for purposes of determining the satisfaction of this condition, without regard to any qualifications or exceptions contained therein as to “materiality”), (C) any representation or warranty of Dermira set forth in Section 3.02(a), (c) and (d) of the Merger Agreement (concerning Dermira’s capital structure) shall not be true and correct other than in de minimis respects at and as of the date of the Merger Agreement and at and as of such time in all respects at such time, except to the extent such representation or warranty expressly relates to a specified date (in which case on and as of such specified date) and (D) any representation or warranty of Dermira set forth in Section 3.08(a) of the Table of Contents Merger Agreement (concerning the absence of certain changes or events) shall not be true and correct in all respects as of such time; (v) Dermira shall have failed to perform in all material respects the obligations to be performed by it as of such time under the Merger Agreement; (vi) Lilly shall have failed to receive from Dermira a certificate, dated as of the date on which the Offer expires and signed by an executive officer of Dermira, certifying to the effect that the conditions set forth in paragraphs (iv) and (v) immediately above have been satisfied as of immediately prior to the expiration of the Offer; or (vii) the Termination Condition exists. The foregoing conditions are for the sole benefit of Lilly and Purchaser and, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, may be waived by ▇▇▇▇▇ and Purchaser, in whole or in part at any time and from time to time, in their sole discretion (except for the Minimum Tender Condition and the Termination Condition, which may not be waived by ▇▇▇▇▇ or Purchaser). The failure by ▇▇▇▇▇, Purchaser or any other affiliate of Lilly at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances giving rise will not be deemed a waiver with respect to any other facts and circumstances and each such condition:right will be deemed an ongoing right that may be asserted at any time and from time to time.

Conditions of the Offer. Notwithstanding any other provision provisions of the Offeroffer and in addition to the Purchaser’s rights to extend, amend or terminate the offer in accordance with the provisions of the merger agreement and applicable law, the Purchaser is not obligated to accept for payment, and, subject to the rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act), is not obligated to pay for, or may delay the acceptance for payment of or payment for, any validly tendered Shares pursuant to the offer, unless immediately prior to the expiration of the offer (as extended in accordance with the merger agreement), the number of Shares validly tendered pursuant to the offer (and not withdrawn prior to any then scheduled Expiration Date), together with the Shares then beneficially owned by LabCorp or Purchaser (if any), represents at least a majority of: • all Shares then outstanding (including any shares held in escrow and any restricted stock), plus • all Shares issuable upon the exercise, conversion or exchange of any Monogram options, warrants, convertible notes, stock appreciation rights, restricted stock units, or other rights to acquire Shares then outstanding (other than options with an exercise price, adjusted for any associated contingent value rights payments, that is greater than the offer price) whether or not then vested (collectively, the “Minimum Condition”). Furthermore, the Purchaser shall not be obligated to accept for payment, and (and, subject to the rules and regulations of the SEC, SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the OfferAct)) , shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common validly tendered Shares tendered pursuant to the Offer (and offer, if: • any waiting period under the HSR Act applicable to the Transactions has not theretofore accepted for payment expired or paid for) unless, terminated immediately prior to the Expiration Date (the “HSR Condition”); or • upon the expiration of the Offer offer and before acceptance of any such Shares for payment (as it may have been extended pursuant to Section 2.01(d) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the OfferOffer Expiration Time”)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for payment, any of the following events or conditions exists and is continuingcontinuing at the scheduled Expiration Date, regardless of the circumstances giving rise to such condition:events or conditions: • any restraint is in effect enjoining, restraining, preventing or prohibiting consummation of the offer or the merger or making the consummation of the offer or the merger illegal and any governmental authority has instituted any proceeding seeking any such restraint, in each case, that shall not have been vacated, withdrawn or overturned; • any representation or warranty of Monogram regarding “Capitalization” set forth in certain sections in the merger agreement is not true and correct in all respects (other than for de minimus inaccuracies) as of the date of the merger agreement and as of the Offer Expiration Time as if made as of the Offer Expiration Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined only as of the specified date); Table of Contents • any representation or warranty of Monogram regarding “Organization, Standing and Corporate Power,” “Authority; Noncontravention; Voting Requirements,” “Employee Benefits and Labor Matters” (specifically regarding certain approvals by Monogram’s compensation committee under Rule 14d-10 of the Exchange Act), “Opinion of Financial Advisor,” “Brokers and Other Advisors,” and “State Takeover Statutes; No Rights Agreements” set forth in certain sections in the merger agreement (A) that is qualified by certain “materiality qualifiers” such as “material,” “materially,” “in all material respects,” “in any material respect,” “Company Material Adverse Effect,” or similar words is not true and correct in all respects as of the date of the merger agreement and as of the Offer Expiration Time as if such representation or warranty were made as of the Offer Expiration Time (except for representations or warranties made as of a specified date, the accuracy of which will be determined only as of the specified date), and (B) that is not qualified by a materiality qualifier is not true and correct in all material respects as of the date of the merger agreement and as of the Offer Expiration Time as if such representation or warranty were made as of the Offer Expiration Time (except for representations or warranties made as of a specified date, the accuracy of which will be determined only as of the specified date), or • any representation or warranty of Monogram (other than those referred to above) is not true and correct in all respects as of the date of the merger agreement and as of the Offer Expiration Time as if such representation or warranty were made as of the Offer Expiration Time (except for representations or warranties made as of a specified date, the accuracy of which will be determined only as of the specified date), except, in the case of this bulleted clause, for such failures to be true and correct as would not, individually or in the aggregate, have a Company Material Adverse Effect; provided that, for purposes of this bulleted clause, no effect is given to any materiality qualifier contained in such representations and warranties; • Monogram shall breach or fail to perform or comply with, in any material respect, any obligation, covenant or agreement to be performed or complied with by it under the merger agreement prior to the expiration of the offer, and such breach or failure, if curable, shall not have been cured in all material respects prior to the expiration of the offer; • Monogram shall have failed to deliver to LabCorp a certificate, dated as of the Expiration Date, signed by its chief executive officer and the chief financial officer certifying to the satisfaction of certain conditions; • the merger agreement shall have been terminated in accordance with its terms; • there shall have occurred and be continuing declaration of a banking moratorium or any suspension of payments in respect of banks in the United States generally or in the State of New York, (the “Banking Moratorium Condition”); or • since the date of the merger agreement, there has been or occurred any Company Material Adverse Effect that is continuing. Subject to the terms of the merger agreement, the foregoing conditions are for the benefit of LabCorp and the Purchaser and may be asserted by LabCorp or the Purchaser regardless of the circumstances (including any action or inaction by us) giving rise to any such conditions or may be waived by LabCorp and the Purchaser in whole or in part at any time and from time to time in our sole discretion. The failure by LabCorp or the Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right may be asserted at any time and from time to time prior to the expiration of the offer. Notwithstanding the fact that LabCorp and the Purchaser reserve the right to assert the occurrence of a condition following acceptance for payment but prior to payment in order to delay payment of cash or cancel the Purchaser’s obligation to pay cash for the properly tendered Shares, LabCorp and the Purchaser will either promptly pay for properly tendered Shares or promptly return such Shares. A public announcement will be made of a material change in, or waiver of, such conditions, and the offer may, in certain circumstances, be extended in connection with any such change or waiver. All offer conditions must be satisfied or waived prior to the commencement of any “subsequent offering period.”

Conditions of the Offer. Notwithstanding any other provision For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the OfferMerger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on September 9, 2025 and incorporated herein by reference. The obligation of Purchaser shall not be obligated to accept for payment, payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions below (the “Offer Conditions”). Purchaser will not be required to accept for payment or (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)Act) shall not be obligated to pay for, or and may delay the acceptance for payment of purchase of, or (subject to such rules and regulations) the purchase and payment for, any Company Common Shares validly tendered pursuant to the Offer (and not theretofore accepted for payment or paid forvalidly withdrawn) unless, prior to the expiration Shares if any of the Offer following conditions have not been satisfied or waived in writing by Purchaser as of the Expiration Date: (as it may A) there have been extended pursuant to Section 2.01(d) of the Agreement), there shall have been validly tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and or any of its Affiliateswholly owned subsidiaries, would represent more than 50% a majority of the Company Outstanding Shares. The preceding condition is referred to as total number of Shares outstanding at the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, and (subject to the rules and regulations time of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer; (i) the representations and warranties of the Company set forth in the Merger Agreement relating to the absence of a Material Adverse Effect will be true and correct in all respects as of the date of the Merger Agreement and at and as of the Offer Acceptance Time as though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date); ​ (ii) certain specified representations and warranties of the Company set forth in the Merger Agreement relating to the Company’s capitalization will be true and correct in all respects, except for any inaccuracies that individually or in the aggregate are de minimis, as of the date of the Merger Agreement and at and as of the Offer Acceptance Time as though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date); ​ (iii) the representations or warranties of the Company set forth in the Merger Agreement (other than those relating to the Company’s due organization and good standing, the Company’s ​ TABLE OF CONTENTS corporate authority and the enforceability of the Merger Agreement, the Company’s capitalization (other than those covered by the clause (ii) above), the applicable Company stockholder approval threshold, the absence of conflicts with the Company’s organizational documents, the approval by the Compensation Committee of the Company Board of each agreement between the Company and any of its officers, directors or employees as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d) under the Exchange Act, the absence of conduct by the Company or its representatives through false, misleading, or untrue statements of material fact (or failure to disclose a required material fact to any Regulatory Authority (as defined in the Merger Agreement)) or any act, statement, or failure to make any statement that would reasonably be likely to provide a basis for the FDA to invoke its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery and Illegal Gratuities,” or for any other Regulatory Authority to invoke any similar policy, the absence of conduct by the Company and its representatives that is not compliant in any material respect with applicable healthcare laws relating to the integrity of data generated in the Company’s clinical trials or other studies related to the Company’s product candidates, the Company’s disclosure of certain FDA and other regulatory documentation related to pacibekitug to Parent, the absence of brokers (other than Leerink Partners), the receipt by the Company Board of the fairness opinion of Leerink Partners and the Company’s status under certain U.S. laws relating to national security) will be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) as of the date of the Merger Agreement and at and as of the Offer Acceptance Time as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time); and (iv) any other representation or warranty of the Company contained in Article III of the Merger Agreement will be true and correct (without giving effect to any limitation indicated by the words “materiality” or “Material Adverse Effect” set forth therein) as of the date of the Merger Agreement and at and as of the Offer Acceptance Time as if made on and as of such time (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case, as of such earlier date or time), except where the failure of any such representation or warranty to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (clauses (i) – (iv), the “Representations Condition”); ​ (C) the Company will have complied with or performed in all material respects all of the Company’s covenants and agreements it may is required to comply with or perform at or prior to the Offer Acceptance Time (the “Obligations Condition”); ​ (D) Parent and Purchaser will have received a certificate of the Company, validly executed for and on behalf of the Company and in its name by the chief executive officer or chief financial officer of the Company, certifying that the conditions set forth in paragraphs (B) and (C) and paragraphs (G) of Section 15 — “Conditions of the Offer” have been extended duly satisfied; (i) any waiting period (and any extension thereof) applicable to the Offer under the HSR Act has expired or terminated, and any agreement between Parent, Purchaser or the Company with any governmental body, if agreed to by the other party in writing, not to consummate the Offer has expired or been earlier terminated and (ii) any required consents, approvals or expiration or termination of waiting periods from governmental bodies in certain specified jurisdictions have been obtained (or deemed to have been obtained by virtue of the expiration or termination of any applicable waiting periods) (clauses (i) and (ii), the “Antitrust Clearance Condition”); (i) no order has been issued by any court of competent jurisdiction after the date of the Merger Agreement and remains in effect, nor (ii) has any legal requirement been entered, enforced, enacted, or issued after the date of the Merger Agreement by any governmental body and remain in effect, in the case of each of clause (i) and (ii), which prohibits or makes illegal the acquisition of or payment for Shares pursuant to Section 2.01(d) the Offer, or the consummation of the AgreementMerger (clauses (i) and before acceptance of such Company Common Shares for payment(ii), any the “No Legal Restraint Condition”); ​ TABLE OF CONTENTS​ (G) since the date of the following conditions exists and is continuingMerger Agreement, regardless of the circumstances giving rise to such condition:there has not occurred a Material Adverse Effect; and

Conditions of the Offer. Notwithstanding any other provision For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Offer, Schedule TO and is incorporated herein by reference. The obligation of Purchaser shall not be obligated to accept for payment, payment and (pay for Shares validly tendered and not properly withdrawn pursuant to the Offer is subject to the satisfaction of the conditions below. Purchaser will not be required to, and ▇▇▇▇▇ will not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to ParentPurchaser’s obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer)) shall not be obligated , to pay for, or for any Shares tendered pursuant to the Offer and may delay the acceptance for payment of or payment foror, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant Shares, and (subject to the Offer (and provisions of the Merger Agreement) may not theretofore accepted accept for payment or paid for) any tendered Shares if, upon at the then-scheduled expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for paymentOffer, any of the following conditions exists (collectively, the “Offer Conditions”) exist: (i) the Minimum Tender Condition has not been satisfied. The “Minimum Tender Condition” means that there have been validly tendered in the Offer and is continuingnot properly withdrawn prior to the Expiration Time that number of Shares that, regardless when added to the Shares, if any, then owned by ▇▇▇▇▇, Purchaser or any subsidiary of Lilly, would represent at least a majority of the circumstances giving rise to such condition:Shares outstanding as of immediately following the consummation of the Offer;

Conditions of the Offer. Notwithstanding any other provision provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, Purchaser shall not be obligated required to, and Parent shall not be required to cause Purchaser to, accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to ParentPurchaser’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer), pay for any Shares validly tendered (and not withdrawn) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer unless (as it may have been extended pursuant to Section 2.01(di) of the Agreement), there shall have been validly tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliatescontrolled Affiliates (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been received), represent not less than one share more than 50% of the sum of (x) the total number of Shares outstanding at the Offer Acceptance Time, plus (y) all Shares that the Company Outstanding may be required to issue upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding options, warrants or securities convertible or exchangeable into Shares. The preceding condition is referred , or other rights to as acquire or be issued Shares, regardless of the conversion or exercise price or other terms and conditions thereof (such condition, the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, ”) and (subject ii) the waiting period (and any extension thereof) applicable to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration consummation of the Offer and the Merger under the HSR Act and any applicable Antitrust Laws of Austria (as it may to the extent required) shall have expired or been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for payment, any of the following conditions exists and is continuing, regardless of the circumstances giving rise to such condition:terminated.

Conditions of the Offer. Notwithstanding any other provision provisions of the Offer, but subject to the terms of the Agreement, Parent and Purchaser shall not be obligated required to accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to Act, pay for or return for, any validly tendered shares of Company Common Shares promptly after termination Stock, if (i) there shall not be validly tendered and not withdrawn prior to the Expiration Date for the Offer that number of shares of Company Common Stock which, when added to any shares of Company Common Stock already owned by Parent or withdrawal any of its controlled Subsidiaries, represents at least a majority of the sum of (A) the total number of outstanding shares of Company Common Stock on the Expiration Date plus (B) the total number of shares of Company Common Stock that will be issuable at or prior to the Outside Date upon the vesting (including vesting solely as a result of the consummation of the Offer)) shall not be obligated , conversion or exercise of all Company Compensatory Awards and derivative securities, including warrants, options, convertible or exchangeable securities or other rights to pay for, or may delay the acceptance for payment of or payment for, any acquire Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unlessStock, prior to the expiration regardless of the Offer conversion or exercise price or other terms and conditions thereof) (as it may have been extended pursuant to Section 2.01(d) of the Agreement), there shall have been tendered and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore”), Purchaser shall not be (ii) any applicable waiting period or clearance, consent or approval under the HSR Act or other Antitrust Laws commercially reasonably required in connection with the transactions contemplated by this Agreement that is required to accept for paymentexpire, and (subject terminate or be obtained prior to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal consummation of the Offer)) , shall not be obligated have expired or been terminated or been obtained without the imposition of any Burdensome Action prior to pay forthe Expiration Date, or may delay (iii) at any time on or after the date of the Agreement and prior to the time of acceptance for payment for any shares of or payment for, any Company Common Shares tendered Stock pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for paymentOffer, any of the following conditions exists events shall have occurred and is continuing, regardless of be continuing on the circumstances giving rise to such conditionExpiration Date:

Conditions of the Offer. ​ Notwithstanding any other provision term of the OfferOffer or the Merger Agreement, Purchaser shall not be obligated required to, and Parent shall not be required to cause Purchaser to, accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to ParentPurchaser’s obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer), pay for any Shares unless there shall have been validly tendered in the Offer and “received” by the “depositary” ​(as such terms are defined in Section 251(h) of the DGCL) and not properly withdrawn prior to the expiration of the Offer that number of Shares (excluding for the avoidance of doubt all Shares delivered pursuant to guaranteed delivery instructions for which certificates have not yet been delivered) that, considered together with the number of Shares (if any) then owned by Parent and Purchaser (and excluding Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures), equals at least a majority in voting power of the Shares then issued and outstanding (the “Minimum Tender Condition”). Furthermore, notwithstanding any other term of the Offer or the Merger Agreement, Purchaser shall not be obligated required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject as aforesaid, to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unlessfor if, prior to at the expiration of the Offer, any of the following conditions exist: • the consummation of the Offer or the Merger shall be restrained, enjoined or prohibited by any judgment, order, ruling, decision, writ, injunction, decree or arbitration award (whether temporary, preliminary or permanent) issued by any governmental entity or there shall be in effect any law that prevents or makes illegal the consummation of the Offer or the Merger; ​ • (A) any representation and warranty of Science 37 relating to the capitalization and capital stock of Science 37 shall fail to be true and correct in all respects (other than de minimis exceptions) at and as of the date of the Merger Agreement and at and as of the Expiration Date as though made at and as of the Expiration Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all respects (other than de minimis exceptions) as of such date or time); (B) any representation and warranty of Science 37 relating to corporate organization, authority, execution and delivery, enforceability, undisclosed liabilities and broker’s fees shall fail to be true and correct in all material respects at and as of the date of the Merger Agreement and at and as of the Expiration Date as though made at and as of the Expiration Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time); or (C) other representations set forth in Article 3 of the Merger Agreement (other than the representations and warranties referenced in the immediately foregoing clauses (A) and (B)), without giving effect to any qualifications as to materiality or Company ​ TABLE OF CONTENTS​ Material Adverse Effect (as defined below) or other similar qualifications contained therein, shall fail to be true and correct at and as of the date of the Merger Agreement and at and as of the Expiration Date as though made at and as of the Expiration Date, except for representations and warranties that expressly relate to a specific date or time (which need only be true and correct as of such date or time), except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect; • Science 37 shall have breached or failed to perform or comply with in all material respects any covenant or agreement required to be performed or complied with by it may under the Merger Agreement at or prior to the Expiration Date; ​ • Science 37 shall have been extended pursuant failed to deliver to Parent a certificate signed by an executive officer of Science 37, dated as of the Expiration Date, certifying that the Offer Conditions specified in the preceding two bullets do not exist; ​ • there shall have occurred or become known, since the date of the Merger Agreement, any change, event, development, condition, occurrence or effect that has had or would reasonably be expected to have a Company Material Adverse Effect; ​ • Science 37 shall have failed to deliver Parent a statement satisfying the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) certifying that the interests in the Company are not “United States real property interests” within the meaning of Section 2.01(d897(c) of the Agreement)United States Internal Revenue Code of 1986, there as amended. ​ • the Merger Agreement shall have been tendered properly and validly terminated in accordance with its terms. ​ The foregoing conditions shall be in addition to, and not validly withdrawn Company Common Shares thata limitation of, considered together with all other Company Common Shares (if any) beneficially owned by the rights of Parent and its AffiliatesPurchaser to extend, represent more than 50% terminate or modify the Offer in accordance with the terms and conditions of the Company Outstanding SharesMerger Agreement. The preceding condition is referred to as foregoing conditions are for the “Minimum Condition.” Furthermoresole benefit of Parent and Purchaser and, Purchaser shall not be required to accept for payment, and (subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under may be waived by Parent and Purchaser in whole or in part at any time and from time to time in their sole discretion (other than the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of Minimum Tender Condition and the OfferTermination Condition)) shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for payment, any of the following conditions exists and is continuing, regardless of the circumstances giving rise to such condition:.

Conditions of the Offer. Notwithstanding any other provision of the Offer, Purchaser Merger Sub shall not be obligated to accept for payment, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment any shares of or payment for, any Company Common Shares Stock tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) unless, prior to the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d1.1(d) of the Agreement), (i) there shall have been validly tendered (other than shares of Company Common Stock tendered by guaranteed delivery where actual delivery has not occurred) and not validly withdrawn prior to the expiration of the Offer that number of Company Common Shares thatwhich, considered together with all other when added to any shares of Company Common Shares (if any) beneficially Stock then owned by Parent and its AffiliatesParent, Merger Sub or their respective Subsidiaries, would represent more than 50% of the then issued and outstanding shares of Company Outstanding Shares. The preceding condition is referred Common Stock determined on a fully-diluted basis (on a “fully-diluted basis” meaning the number of shares of Company Common Stock then issued and outstanding plus all shares of Company Common Stock which the Company may be required to issue as of such date pursuant to options, warrants, rights, convertible or exchangeable securities or similar obligations then outstanding, whether or not then vested or exercisable) (the “Minimum Condition.” ”). Furthermore, Purchaser Merger Sub shall not be required to accept for payment, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay the acceptance for payment any shares of or payment for, any Company Common Shares Stock tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d1.1(d) of the Agreement) and before acceptance of such shares of Company Common Shares Stock for payment, any of the following conditions exists and is continuing, regardless of the circumstances giving rise to such condition:

Conditions of the Offer. Notwithstanding any other provision term of the OfferOffer or this Agreement, Purchaser Key shall not be obligated required to accept for paymentpayment or, and (subject to the any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s Key's obligation to pay for or return tendered Company Common Shares promptly after the termination or withdrawal of the Offer)) shall not be obligated , to pay for, or may delay the acceptance for payment of or payment for, any Company Common Shares tendered pursuant to the Offer (unless there shall have been validly tendered and not withdrawn prior to the expiration of the Offer not less than 9,590,000 Shares. Furthermore, notwithstanding any other term of the Offer or this Agreement, Key shall not be required to accept for payment or, subject as aforesaid, to pay for any Shares not theretofore accepted for payment or paid for) unless, prior to the expiration of and may terminate the Offer (as it may have been extended pursuant to Section 2.01(d) if, at any time on or after the date of the Agreement), there shall have been tendered this Agreement and not validly withdrawn Company Common Shares that, considered together with all other Company Common Shares (if any) beneficially owned by Parent and its Affiliates, represent more than 50% of the Company Outstanding Shares. The preceding condition is referred to as the “Minimum Condition.” Furthermore, Purchaser shall not be required to accept for payment, and (subject to the rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Parent’s obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer)) shall not be obligated to pay for, or may delay before the acceptance for payment of or payment for, any Company Common such Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if, upon the expiration of the Offer (as it may have been extended pursuant to Section 2.01(d) of the Agreement) and before acceptance of such Company Common Shares for paymentpayment therefor, any of the following conditions exists and is continuing(other than as a result of any action or inaction of Key or any of its subsidiaries that constitutes a breach of this Agreement): (a) There shall be pending by any governmental entity any suit, regardless action or proceeding (i) challenging the acquisition by Key of any Shares under the Offer, seeking to restrain or prohibit the making or consummation of the circumstances giving rise Offer or the Merger or the performance of any of the other transactions contemplated by this Agreement, the Merger Agreement, or seeking to obtain from AMVC or Key any damages that would have a Material Adverse Effect on AMVC or Key, (ii) seeking to prohibit or materially limit the ownership or operation of AMVC by Key or its subsidiaries or to compel AMVC or Key to dispose of or hold separate any material portion of the business or assets of AMVC or Key and their respective subsidiaries, taken as a whole, as a result of the Offer or any of the other transactions contemplated by this Agreement or the Merger Agreement, (iii) seeking to impose material limitations on the ability of Key to acquire or hold, or exercise full rights of ownership of, any Shares to be accepted for payment pursuant to the Offer, including the right to vote such condition:shares on all matters properly presented to the shareholders of AMVC, (iv) seeking to prohibit Key or any of its subsidiaries from effectively controlling in any material respect any material portion of the business or operations of AMVC and its subsidiaries or (v) which otherwise is reasonably likely to have a Material Adverse Effect on AMVC. (b) There shall be enacted, entered, enforced, promulgated or deemed applicable to the Offer or the Merger by any Governmental Entity any statute, rule, regulation, judgment, order or injunction, that is reasonably likely to result, directly or indirectly, in any of the consequences referred to in clauses (i) through (v) of paragraph (a) above. (i) The Board of Directors of AMVC or any committee thereof shall have withdrawn or modified in a manner adverse to Key its approval or recommendation of the Offer or the Merger or approved or recommended any Superior Proposal or tender offer by a third party, or, upon the request of Key, failed to reaffirm its approval or recommendation of the Offer or the Merger, (ii) AMVC shall have entered into any agreement with respect to any Superior Proposal, or (iii) the Board of Directors of AMVC or any committee thereof shall have resolved to take any of the foregoing actions. (d) Any of the representations and warranties of AMVC set forth in the Merger Agreement shall not be true and correct at the scheduled or extended expiration of the Offer, except where the failure of such representations, individually or in the aggregate, to be so true and correct would not have a Material Adverse Effect on AMVC. (e) AMVC shall have failed to perform in any material respect any material obligation or to comply in any material respect with any material agreement or covenant of AMVC to be performed or complied with by it under this Agreement or the Merger Agreement.