Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Agreement and applicable Law, the Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay for any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at any then scheduled Expiration Date, (b) any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by the Agreement has not expired or terminated prior to the termination or expiration of the Offer at or prior to any then scheduled Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Parent prior to the termination or expiration of the Offer at or prior to any then scheduled Expiration Date (collectively, the “Governmental Approval Condition”) or (d) any of the following conditions exist or has occurred and is continuing at the scheduled Expiration Date:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer 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 shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment payment, or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay and may delay the acceptance for payment of, and the payment for, any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at any then scheduled the Expiration Date, (b) any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by the Agreement has not expired or terminated prior to the termination or expiration of the Offer at or prior to any then scheduled Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Parent prior to the termination or expiration of the Offer at or prior to any then scheduled the Expiration Date (collectively, the “Governmental Approval Condition”) or (dc) any of the following conditions exist events, conditions, state of facts or developments exists or has occurred and is continuing at the scheduled Expiration Date:Date (provided, however, that, for the avoidance of doubt, following the delivery to Parent and the Purchaser of an Extension Officers’ Certificate after the receipt by the Company of a Diamond Extension Notice, the conditions in paragraphs (c)(ii) and (c)(iv) of this Annex I shall be deemed to have been satisfied to the extent so provided in Section 1.1(e) of the Merger Agreement):

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer 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 shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay for any validly tendered Shares and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at any then scheduled the Expiration Date, (b) any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by the Merger Agreement has not expired or terminated prior to the termination or expiration of the Offer at or prior to any then scheduled the Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Parent prior to the termination or expiration of the Offer at or prior to any then scheduled the Expiration Date (collectively, the “Governmental Approval Condition”) or (d) any of the following conditions exist events, conditions, state of facts or developments exists or has occurred and is continuing at the scheduled Expiration Date:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer 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 shall not be required toto accept for exchange, and Parent shall not be required to cause Purchaser tomay delay the acceptance for exchange, accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay for any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at any then scheduled the Expiration Date, (b) any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by the Agreement has not expired or terminated prior to the termination or expiration of the Offer at or prior to any then scheduled Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals Approval shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Parent prior to the termination or expiration of the Offer at or prior to any then scheduled the Expiration Date Date, (collectivelyc) the Registration Statement shall not have been declared effective by the SEC under the Securities Act or a stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC or a proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn, (d) the “Governmental Approval Condition”) shares of Parent Common Stock to be issued in exchange for Shares pursuant to the Offer and in the Merger shall not have been authorized for listing on NASDAQ or (de) any of the following conditions exist events, conditions, state of facts or developments exists or has occurred and is continuing at the scheduled Expiration Date:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer and in addition Offer, subject 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 shall not be required toto accept for payment, and Parent shall not be required to cause Purchaser to, accept may delay the acceptance for payment orof, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay for any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at any then scheduled the Expiration Date, (b) any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by the Merger Agreement has not expired or terminated prior to the termination or expiration of the Offer at or prior to any then scheduled the Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing thereunder shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Parent prior to the termination or expiration of the Offer at or prior to any then scheduled the Expiration Date (collectively, the “Other Governmental Approval Approvals Condition”) ), or (d) any of the following conditions exist events, conditions, state of facts or developments exists or has occurred and is continuing at the scheduled Expiration Date:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer 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 shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay for any validly tendered Shares and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at any then scheduled the Expiration Date, (b) any waiting period (and any extension thereof) under the HSR Act applicable to the transactions contemplated by the Merger Agreement has not expired or terminated prior to the termination or expiration of the Offer at or prior to any then scheduled the Expiration Date (the “HSR Condition”), (c) any other approvals, consents or authorizations of any Governmental Entity, which if not obtained would reasonably be expected to lead such Governmental Entity to initiate a suit, action or proceeding seeking the type of relief described in clauses (A), (B), (C) or (D) of paragraph (i) below (each, an “Other Required Governmental Approvals Approval” and collectively, the “Other Required Governmental Approvals”) shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Parent prior to the termination or expiration of the Offer at or prior to any then scheduled the Expiration Date (collectively, the “Governmental Approval Condition”) or (d) any of the following conditions exist or has occurred and is continuing at the scheduled Expiration Date: