Common use of Extension of the Offer Clause in Contracts

Extension of the Offer. Buyer may extend the offer to such other date and time as may be agreed in writing by ▇▇▇▇▇, DLR and INXN, and Buyer shall extend the offer for any minimum period as required by the SEC or the NYSE rules applicable to the offer. Buyer shall also extend the offer on one or more occasions in consecutive periods of at least five business days and up to 10 business days each if, at the then-scheduled expiration time, any condition to the offer has not been satisfied or waived, in order to permit satisfaction of such condition, or for periods of up to 20 business days in case of the regulatory approval condition if such condition is not reasonably likely to be satisfied within such 10 business-day extension period. Buyer shall not be required or permitted (without consent of INXN) to extend the offer on more than three occasions if the sole remaining unsatisfied condition to the offer is the minimum condition, and Buyer shall not be required to extend the offer beyond the end date (which end date may be extended in accordance with the purchase agreement). If INXN elects to hold a subsequent EGM, then Buyer shall extend the offer until the date that is six business days after the date of the subsequent EGM. Irrespective of whether INXN holds a subsequent EGM, following the acceptance time, in the event the 80% minimum condition has been met, Buyer shall provide a subsequent offering period, in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act). In the event that DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%), Buyer will provide a subsequent offering period; however, Buyer will not provide a subsequent offering period if DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%) at the then-scheduled expiration time, and the number of INXN shares that have been tendered in accordance with the terms of the offer, and not properly withdrawn, together with the INXN shares then owned by DLR or its affiliates, represents at least sixty-six and two-thirds percent (66 2/3%) of the outstanding INXN shares on a fully-diluted and as-converted basis; but Buyer will announce the decision to reduce the minimum condition in a manner reasonably calculated to inform INXN shareholders of the reduction and Buyer shall extend the offer for a period of five (5) business days (with such period to end at 12:01 a.m. (New York City time) immediately following the end of the last business day of such period) following such announcement.

Extension of the Offer. Buyer may Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will be required to accept for payment and pay for any Shares validly tendered and not properly withdrawn. Purchaser will (and Comtech will cause Purchaser to): (i) extend the offer to such other date and time as may be agreed in writing by ▇▇▇▇▇, DLR and INXN, and Buyer shall extend the offer Offer for any minimum period as required by the SEC or the NYSE rules applicable to the offer. Buyer shall also extend the offer on one or more occasions in consecutive successive periods of at least five business days and up to 10 business days each if, at the then-scheduled expiration time, any condition to the offer has not been satisfied (or waived, in order to permit satisfaction of such condition, or for periods longer period of up to 20 business days per extension if Comtech desires and TCS consents in case of writing prior to such extension) if any Offer Conditions (other than the regulatory approval condition if such condition is Minimum Condition) have not reasonably likely to be been satisfied within such 10 business-day extension period. Buyer shall or have not be required or permitted been waived (without consent of INXN) to extend provided that the offer on Offer does not expire more than three occasions business days following the end of the Marketing Period and such condition or conditions are capable of being satisfied on or before the End Date); (ii) extend the Offer for successive periods of 10 business days each (or such longer period of up to 20 business days per extension if Comtech desires and TCS consents in writing prior to such extension) if all of the sole remaining unsatisfied condition to Offer Conditions (other than the offer is Minimum Condition) have been satisfied or have been waived (provided that the minimum condition, Offer does not expire more than three business days following the end of the Marketing Period and Buyer shall Purchaser will not be required to extend the offer beyond Offer pursuant to this clause on more than two occasions but may do so in its sole and absolute discretion); and (iii) extend the end date Offer for the minimum period or periods required by law or applicable rules, regulations, interpretations or positions of the SEC or its staff or The NASDAQ Global Market (which end date may be extended in accordance with the purchase agreement“NASDAQ”). If INXN elects There can be no assurance that we will exercise our right to hold a subsequent EGM, then Buyer shall extend the offer until Offer or that we will be required under the date that is six business days after Merger Agreement to extend the date Offer. During any extension of the subsequent EGM. Irrespective of whether INXN holds a subsequent EGM, following the acceptance time, in the event the 80% minimum condition has been met, Buyer shall provide a subsequent initial offering period, in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act). In the event that DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%), Buyer will provide a subsequent offering period; however, Buyer will not provide a subsequent offering period if DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%) at the then-scheduled expiration time, and the number of INXN shares that have been all Shares previously tendered in accordance with the terms of the offer, and not properly withdrawnwithdrawn will remain subject to the Offer, together with the INXN shares then owned by DLR or its affiliates, represents at least sixty-six and two-thirds percent (66 2/3%) of the outstanding INXN shares on a fully-diluted and as-converted basis; but Buyer will announce the decision subject to reduce the minimum condition in a manner reasonably calculated to inform INXN shareholders of the reduction and Buyer shall extend the offer for a period of five (5) business days (with such period to end at 12:01 a.m. (New York City time) immediately following the end of the last business day of such period) following such announcementany withdrawal rights. See Section 4 — “Withdrawal Rights.” ​

Extension of the Offer. Buyer may Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will be required to accept for payment and pay for any Shares validly tendered and not properly withdrawn. We are required to: (a) if requested by Receptos, extend the offer Offer for one or more successive periods of up to 15 business days per extension (or such other date and time longer periods as may be agreed approved in writing advance by ▇▇▇▇▇, DLR and INXN, and Buyer shall extend the offer for any minimum period as required by the SEC or the NYSE rules applicable to the offer. Buyer shall also extend the offer on one or more occasions in consecutive periods of at least five business days and up to 10 business days each Receptos) if, at the then-time the Offer is scheduled expiration timeto expire, any of the Offer Conditions, other than the Minimum Condition, are not satisfied or have not been waived (provided that such condition or conditions are capable of being satisfied on or before July 14, 2016); (b) extend the Offer for a period of 10 business days (or such longer periods as may be approved in advance by Receptos), if, at the time the Offer is scheduled to expire, the Minimum Condition is not satisfied but all other Offer Conditions are satisfied or have been waived, on no more than two occasions (provided that we may extend the Offer for additional periods in our sole and absolute discretion); and (c) extend the Offer for the minimum period required by any law or order, or any rule, regulation, interpretation or position of the SEC or its staff or The NASDAQ ​ ​ TABLE OF CONTENTS Stock Market LLC (the “NASDAQ”) applicable to the offer has not been satisfied or waived, in order to permit satisfaction of such condition, or for periods of up to 20 business days in case of the regulatory approval condition if such condition is not reasonably likely to Offer. There can be satisfied within such 10 business-day extension period. Buyer shall not be required or permitted (without consent of INXN) no assurance that we will exercise our right to extend the offer on more than three occasions if the sole remaining unsatisfied condition to the offer is the minimum condition, and Buyer shall not Offer or that we will be required under the Merger Agreement to extend the offer beyond the end date (which end date may be extended in accordance with the purchase agreement)Offer. If INXN elects to hold a subsequent EGM, then Buyer shall extend the offer until the date that is six business days after the date During any extension of the subsequent EGM. Irrespective of whether INXN holds a subsequent EGM, following the acceptance time, in the event the 80% minimum condition has been met, Buyer shall provide a subsequent initial offering period, in accordance with Rule 14d-11 promulgated under all Shares previously tendered and not properly withdrawn will remain subject to the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act)Offer, subject to any withdrawal rights. In the event that DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%), Buyer will provide a subsequent offering period; however, Buyer will not provide a subsequent offering period if DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%) at the then-scheduled expiration time, and the number of INXN shares that have been tendered in accordance with See Section 4 — “Withdrawal Rights.” • Under the terms of the offerMerger Agreement, Receptos is not permitted to declare, set aside, make or pay any dividend or distribution (whether in cash, stock or property) in respect of its capital stock without the prior written consent of Celgene. See Section 14 — “Dividends and not properly withdrawn, together with the INXN shares then owned by DLR or its affiliates, represents at least sixty-six and two-thirds percent (66 2/3%) of the outstanding INXN shares on a fully-diluted and as-converted basis; but Buyer will announce the decision to reduce the minimum condition in a manner reasonably calculated to inform INXN shareholders of the reduction and Buyer shall extend the offer for a period of five (5) business days (with such period to end at 12:01 a.m. (New York City time) immediately following the end of the last business day of such period) following such announcement.Distributions. ​

Extension of the Offer. Buyer may Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will be required to accept for payment and pay for any Shares validly tendered and not properly withdrawn. ​ • We may, in our discretion, extend the offer Offer on one or more occasions, for up to 10 business days per extension if, as of the scheduled Expiration Date, any condition to the Offer is not satisfied and has not been waived (to the extent waivable), to permit such condition to be satisfied. ​ • We are required to extend the Offer from time to time for: (i) any period required by any legal requirement, any interpretation or position of the SEC, its staff or The NASDAQ Global Select ​ ​ TABLE OF CONTENTS Market (“NASDAQ”) applicable to the Offer and (ii) periods of up to 15 business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any applicable foreign antitrust or competition-related legal requirement shall have expired or been terminated. • If, as of the scheduled Expiration Date, any condition to the Offer (other date than the Minimum Condition or the Termination Condition) is not satisfied and time as may be agreed in writing has not been waived (to the extent waivable), then, if requested by ▇▇▇▇▇, DLR and INXN, and Buyer shall we must extend the offer for any minimum period as required by the SEC or the NYSE rules applicable to the offer. Buyer shall also extend the offer Offer on one or more occasions in consecutive periods of at least five for an additional 10 business days and per extension to permit such condition to be satisfied. However, we are required to extend the Offer in this situation only if the unsatisfied condition to the Offer is capable of being satisfied by July 23, 2018, as it may be extended pursuant to the terms of the Merger Agreement (such date, the “End Date”). ​ • If, as of the scheduled Expiration Date, all of the conditions to the Offer (other than the Minimum Condition) have been satisfied or waived (to the extent waivable), we are required to extend the Offer on one or more occasions for up to 10 business days each if, at the then-scheduled expiration time, any condition to the offer has not been satisfied or waived, in order per extension to permit satisfaction of such condition, or for periods of up to 20 business days in case of the regulatory approval condition if such condition is not reasonably likely Minimum Condition to be satisfied within such 10 business-day extension periodsatisfied. Buyer shall Unless we elect to do so, we are not be required or permitted (without consent of INXN) to extend the offer Offer in this situation on more than three occasions if that provide, in the sole remaining unsatisfied condition aggregate, at least an additional 30 business days to permit the offer is the minimum condition, and Buyer shall not Minimum Condition to be satisfied. ​ • In no event will we be required to extend the offer Offer beyond the end date earlier of (which end date may be extended i) the termination of the Merger Agreement in accordance with its terms and (ii) the purchase agreementEnd Date (such earlier occurrence, the “Extension Deadline”). If INXN elects ; and in no event will we be permitted to hold a subsequent EGM, then Buyer shall extend the offer until Offer beyond the date that is six business days after Extension Deadline without ▇▇▇▇’s prior written consent. ​ • We are not permitted to terminate the date Offer or let the Offer expire prior to the Extension Deadline without ▇▇▇▇’s prior written consent ​ • During any extension of the subsequent EGM. Irrespective of whether INXN holds a subsequent EGMOffer, following the acceptance time, in the event the 80% minimum condition has been met, Buyer shall provide a subsequent offering period, in accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act). In the event that DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%), Buyer will provide a subsequent offering period; however, Buyer will not provide a subsequent offering period if DLR or Buyer elects to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%) at the then-scheduled expiration time, and the number of INXN shares that have been all Shares previously tendered in accordance with the terms of the offer, and not properly withdrawnwithdrawn will remain subject to the Offer, together with the INXN shares then owned by DLR or its affiliates, represents at least sixty-six and two-thirds percent (66 2/3%) of the outstanding INXN shares on a fully-diluted and as-converted basis; but Buyer will announce the decision subject to reduce the minimum condition in a manner reasonably calculated to inform INXN shareholders of the reduction and Buyer shall extend the offer for a period of five (5) business days (with such period to end at 12:01 a.m. (New York City time) immediately following the end of the last business day of such period) following such announcementany withdrawal rights. See “The Tender Offer—Section 4. Withdrawal Rights.” ​