Common use of Conditions of the Offer Clause in Contracts

Conditions of the Offer. Notwithstanding any other provisions of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) promulgated under the Exchange Act, pay for any tendered Common Shares and may terminate or, subject to the terms of the Merger Agreement, amend the Offer, if (i) there shall not be validly tendered and not withdrawn prior to the Expiration Date for the Offer that number of Common Shares which, when added to any Common Shares already owned by Parent or any of its subsidiaries, represents at least a majority of the total number of outstanding Common Shares on a fully diluted basis on the date of purchase (the “Minimum Condition”), (ii) any applicable waiting period or approval under the HSR Act or under any material applicable foreign statutes or regulations shall not have expired or been terminated or obtained prior to the Expiration Date; provided that nothing in this clause (ii) shall be deemed to limit Parent’s obligations under Section 6.4(d) of the Merger Agreement, (iii) all consents from third parties shall not have been obtained prior to the Expiration Date except for those the failure of which to be obtained would not reasonably be expected to have a Material Adverse Effect on the Company, or (iv) at any time on or after the date of the Merger Agreement and prior to the time of acceptance for payment for any Common Shares, any of the following events shall occur:

Conditions of the Offer. Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) MergerSub’s right to extend and amend the Purchaser Offer at any time in its sole discretion (subject to the provisions of the Agreement), MergerSub shall not be required to accept for payment or, subject to any applicable rules and regulations of the CommissionSEC, including Rule 14e-1(c) promulgated under the Exchange ActAct (relating to MergerSub’s obligation to pay for or return tendered shares of Company Common Stock after termination or withdrawal of the Offer), pay for any tendered Common Shares for, and may terminate delay the acceptance for payment of or, subject to the terms restriction referred to above, the payment for, any validly tendered shares of Company Common Stock if by the expiration of the Merger AgreementOffer (as it may be extended in accordance with the requirements of Section 1.01), amend the Offer, if (i) there the Minimum Condition shall not be validly tendered and not withdrawn prior to the Expiration Date for the Offer that number of Common Shares which, when added to any Common Shares already owned by Parent or any of its subsidiaries, represents at least a majority of the total number of outstanding Common Shares on a fully diluted basis on the date of purchase (the “Minimum Condition”)satisfied, (iiii)(A) any applicable waiting period or approval under the HSR Act or under any material applicable foreign statutes or regulations shall not have expired or been terminated or obtained prior (B) all approvals, clearances, filings or waiting periods or consents of Governmental Authorities required pursuant to any Foreign Antitrust Laws applicable to the Expiration Date; provided that nothing in this clause (ii) shall be deemed to limit Parent’s obligations under Section 6.4(d) of the Merger Agreement, (iii) all consents from third parties Transactions shall not have been obtained prior to the Expiration Date except for those the failure of which to expired, be obtained would not reasonably be expected to have a Material Adverse Effect on the Companydeemed expired, or been made or received or deemed received, as the case may be or (iviii) at any time on or after the date of the Merger Agreement and prior to the time of acceptance for payment for any of shares of Company Common SharesStock pursuant to the Offer, any of the following events shall occuroccur and be continuing:

Conditions of the Offer. Notwithstanding any other provisions 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, the Purchaser and Lilly shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the CommissionSEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange ActAct (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered Common Shares pursuant to the Offer and may terminate delay the acceptance for payment of or, subject to any applicable rules and regulations of the terms SEC, the payment for, any tendered Shares, and (subject to the provisions of the Merger Agreement) may not accept for payment any tendered Shares if, amend at the then-scheduled expiration of the Offer, if any of the following conditions exist: (i) there shall the Minimum Tender Condition has not be validly tendered and not withdrawn prior to the Expiration Date for the Offer that number of Common Shares which, when added to any Common Shares already owned by Parent or any of its subsidiaries, represents at least a majority of the total number of outstanding Common Shares on a fully diluted basis on the date of purchase (the “Minimum Condition”), been satisfied; (ii) any applicable waiting period the Antitrust Condition has not been satisfied; (iii) the Legal Restraint Condition has not been satisfied; (iv) (A) certain specified representations or approval under warranties of ARMO set forth in Article III of the HSR Act or under any material applicable foreign statutes or regulations shall not have expired or been terminated or obtained prior to the Expiration Date; provided that nothing Merger Agreement (other than those set forth in this clause (ii) shall be deemed to limit Parent’s obligations under Section 6.4(d) Sections 3.01, 3.02(a)-(d), 3.04, 3.08(a), 3.20, 3.22 and 3.23 of the Merger Agreement, (iii) all consents from third parties shall not have been obtained prior to the Expiration Date except for those the failure be true and correct at and as of which to be obtained would not reasonably be expected to have a Material Adverse Effect on the Company, or (iv) at any time on or after the date of the Merger Agreement and prior as of such time, except to the time extent such representation or warranty expressly relates to a specified date (in which case on and as of acceptance such specified date), other than for payment 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 Common Sharesqualifications or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”), (B) any representation or warranty of ARMO set forth in Sections 3.01, 3.04, 3.20, 3.22 or 3.22 of the following events Merger Agreement (concerning ARMO’s organization, standing and power; authority, execution and delivery, and enforceability; brokers and other advisors; opinion of financial advisors; and no vote required) shall occur: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 ARMO set forth in Section 3.02(a)-(d) of the Merger Agreement (concerning ARMO’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 and warranty expressly relates to a specified date (in which case on and as of such specified date) and (D) any representation and warranty set forth in Section 3.08(a) of the Merger Agreement (concerning the absence of certain changes or events) shall not be true and correct in all respects at such time;

Conditions of the Offer. Notwithstanding any other provisions of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the CommissionSEC, including Rule 14e-1(c) promulgated under the Exchange Act, pay for for, any tendered Common Shares and may terminate or, subject to the terms of the Merger Agreement, amend the Offer, if (i) there shall not be validly tendered (and not validly withdrawn prior to the Expiration Date for the Offer Date) that number of Common Shares which, when added to any Common Shares already owned by Parent or any of its subsidiaries, represents at least a majority of the total number of outstanding Common Shares on a fully fully-diluted basis (but excluding Common Shares issuable upon conversion of the Notes) on the date of purchase (the “Minimum Condition”), (ii) any applicable waiting period or approval under the HSR Act or under any material applicable foreign statutes or regulations shall not have expired or been terminated or obtained prior to the Expiration Date; , provided that nothing in this clause (ii) shall be deemed to limit Parent’s obligations under Section 6.4(d) of the Merger Agreement, (iii) all consents from third parties shall not have been obtained prior to the Expiration Date except for those the failure of which to be obtained would not reasonably be expected to have a Material Adverse Effect on the Company, Company or (iv) at any time on or after the date of the Merger Agreement and prior to the time of acceptance for payment for any Common Shares, any of the following events shall occur:occur (and, in case of clauses (a), (b), (f), (g) and, other than with respect to any willful and material breach, (h), be continuing at the scheduled Expiration Date):

Conditions of the Offer. Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) the Purchaser Merger Subsidiary's right to amend the Offer at any time in its sole discretion, but nevertheless subject to the provisions of the Agreement (capitalized terms used herein and not otherwise defined herein having the meanings ascribed to such terms in the Agreement) the Merger Subsidiary shall not be required to accept for payment orpayment, subject to any applicable rules or pay for, and regulations of may delay the Commissionacceptance for payment, including Rule 14e-1(c) promulgated under or the Exchange Actpayment, pay for of, any tendered shares of MYR Common Shares and may terminate or, subject to the terms of the Merger Agreement, amend the OfferStock, if (i) there the Minimum Condition shall not be validly tendered and not withdrawn prior to the Expiration Date for the Offer that number of Common Shares which, when added to any Common Shares already owned by Parent or any of its subsidiaries, represents at least a majority of the total number of outstanding Common Shares on a fully diluted basis on the date of purchase (the “Minimum Condition”)have been satisfied, (ii) any applicable all waiting period or approval periods under the HSR Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvement Act or under any material of 1976, as amended, applicable foreign statutes or regulations to the purchase of shares of MYR Common Stock pursuant to the Offer shall not have expired or been terminated or obtained prior to the Expiration Date; provided that nothing in this clause (ii) shall be deemed to limit Parent’s obligations under Section 6.4(d) of the Merger Agreementterminated, (iii) all consents from third parties the SEC shall not have been obtained prior issued an order reasonably acceptable to GPU and the Expiration Date except for those Merger Subsidiary authorizing the failure acquisition of which to be obtained would not reasonably be expected to have a Material Adverse Effect on the CompanyMYR Common Stock, the Merger and the other transactions contemplated by this Agreement under the Public Utility Holding Company Act of 1935, as amended or (iv) at any time on or after the date of the Merger Agreement and prior to at or before the time of acceptance for payment for any such shares of MYR Common SharesStock (whether or not any shares of MYR Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following events shall occur: