Common use of Agreement to Commence the Offer Clause in Contracts

Agreement to Commence the Offer. Subject to the terms of this Agreement, including the conditions set forth in Section 2, the Purchaser agrees that, no later than June 30, 2010, subject to compliance with Applicable Law (as defined below), the Purchaser shall commence the Offer in exchange for consideration of not less than the Tender Price, and with such other terms and conditions as are not inconsistent with this Agreement. The Purchaser may condition the consummation of the Offer and the acceptance of the tendered shares of Common Stock on, along with other customary conditions, the participation in the Offer of the holders of a designated minimum percentage of the outstanding shares of Common Stock not owned by the Purchaser or any of its Affiliates (not to exceed 50.1%), and the tender of a sufficient number of shares of Common Stock to cause the Purchaser to own not less than 90% of the outstanding Common Stock immediately following the Offer. The Purchaser will comply with Applicable Law in the context of this Section 1(a), including without limitation, Rule 14d-10(a)(2) under the Securities Exchange Act of 1934, as amended (the “Act”). “Applicable Law” means any law (including the Act), rule, regulation, directive, ordinance, code, published governmental determination or guideline, order, treaty, convention, governmental certification requirement or other legally enforceable requirement of any Governmental Authority (as defined below). “Governmental Authority” means any national government or the government of any state or other political subdivision, and departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities of any of them having jurisdiction over the transactions contemplated hereby or by the Offer.