Common use of Minimum Tender Clause in Contracts

Minimum Tender. There shall have been validly tendered and not properly withdrawn prior to the Expiration Date, a number of Company Shares which, together with any Company Shares Parent, Merger Sub or any other wholly owned subsidiary of Parent beneficially owns, will constitute at least a majority of the total number of outstanding Company Shares on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for Company Shares as of the close of business on that date had been so converted, exercised or exchanged) as of the date that Merger Sub accepts Company Shares for purchase or exchange (the “Minimum Condition”).