Common use of Amendment of Offer Terms and Conditions Clause in Contracts

Amendment of Offer Terms and Conditions. (i) Parent and Merger Sub may, and hereby expressly reserve the right to, increase the Offer Price or otherwise amend, modify or make changes to the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that: (A) decreases the Offer Price; (B) changes the form of consideration to be paid in the Offer; (C) reduces the number of Company Shares sought to be purchased in the Offer; (D) waives, amends, modifies or otherwise changes the Minimum Condition; (E) amends, modifies or otherwise changes any Offer Conditions (other than the Minimum Condition) in a manner that adversely impacts or reasonably could adversely impact the Company Stockholders in any material respect; (F) imposes conditions to the Offer that are in addition to the Offer Conditions set forth in Section 1.1(b); (G) extends or otherwise changes the Expiration Date in a manner other than as required or permitted by this Agreement; or (H) provides any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (ii) The Offer Price shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares tendered pursuant to the Offer.

Amendment of Offer Terms and Conditions. (i) Parent and Merger Sub may, and hereby expressly reserve the right to, increase the Offer Price or otherwise amend, modify or make changes to the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may (and Parent shall not permit Merger Sub to) make any change to the terms and conditions of the Offer that: (A) decreases the Offer Price; (B) changes the form of consideration to be paid in the Offer; (C) reduces the number of Company Shares sought to be purchased in the Offer; (D) waives, amends, amends or modifies or otherwise changes the Minimum Condition; (E) amends, amends or modifies or otherwise changes any Offer Conditions Condition (other than the Minimum Condition) in a manner that broadens such Offer Condition, adversely impacts or reasonably could adversely impact the Company Stockholders or provides for a “subsequent offering period” (or any extension thereof) in any material respectaccordance with Rule 14d-11 promulgated under the Exchange Act; (F) imposes conditions to the Offer that are in addition to the Offer Conditions set forth in Section 1.1(b);; or (G) extends or otherwise changes the Expiration Date Offer other than in a manner other than as required or permitted by this Agreement; or (H) provides any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Actpursuant to, and in accordance with, Section 1.1(e). (ii) The Offer Price shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares that are tendered pursuant to the Offer.

Amendment of Offer Terms and Conditions. (i) Parent and Merger Sub may, and hereby expressly reserve the right to, increase the Offer Price or otherwise amend, modify or make changes to the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that: (A) decreases the Offer Price; (B) changes the form of consideration to be paid in the Offer; (C) reduces the number of Company Shares sought to be purchased in the Offer; (D) waives, amends, modifies or otherwise changes the Minimum Condition; (E) extends the Expiration Date other than as set forth in this Agreement; (F) amends, modifies or otherwise changes any Offer Conditions (other than the Minimum Condition) in a manner that adversely impacts or reasonably could adversely impact the Company Stockholders in any material respect;; or (FG) imposes conditions to the Offer that are in addition to the Offer Conditions set forth in Section 1.1(b); (G) extends or otherwise changes the Expiration Date in a manner other than as required or permitted by this Agreement; or (H) provides any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.Annex A. (ii) The Offer Price shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares tendered pursuant to the Offer.

Amendment of Offer Terms and Conditions. (i) Parent and Merger Sub may, and hereby expressly reserve the right to, increase the Offer Price or otherwise amend, modify or make changes to the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that: (A) decreases the Offer Price; (B) changes the form of consideration to be paid in the Offer; (C) reduces the number of Company Shares sought to be purchased in the Offer; (D) waives, amends, amends or modifies or otherwise changes the Minimum Condition; (E) amends, amends or modifies or otherwise changes any Offer Conditions Condition (other than the Minimum Condition) in a manner that adversely impacts the Company or reasonably could adversely impact the Company Stockholders in any material respect(other than by waiver thereof under Section 1.1(c)(ii)); (F) provides any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act; or (G) imposes conditions to the Offer that are in addition to the Offer Conditions set forth in Section 1.1(b); (G) extends or otherwise changes the Expiration Date in a manner other than as required or permitted by this Agreement; or (H) provides any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (ii) The Offer Price shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares that are tendered pursuant to the Offer.

Amendment of Offer Terms and Conditions. (i) Parent and Merger Sub may, and hereby expressly reserve the right to, increase the Offer Price or otherwise amend, modify or make changes to the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that: (A) decreases the Offer Price; (B) changes the form of consideration to be paid in the Offer; (C) reduces the number of Company Shares sought to be purchased in the Offer; (D) waives, amends, modifies or otherwise changes the Minimum Condition; (E) amends, modifies or otherwise changes any Offer Conditions (other than the Minimum Condition) in a manner that adversely impacts or reasonably could adversely impact the Company Stockholders in any material respect;; or (F) imposes conditions to the Offer that are in addition to the Offer Conditions set forth in Section 1.1(b); (G) extends or otherwise changes the Expiration Date in a manner other than as required or permitted by this Agreement; or (H) provides any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (ii) The Offer Price shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares tendered pursuant to the Offer.

Amendment of Offer Terms and Conditions. (i) Parent and Merger Sub may, and hereby expressly reserve the right to, increase the Offer Price or otherwise amend, modify or make changes to the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that: (A) decreases the Offer Price; (B) changes the form of consideration to be paid in the Offer; (C) reduces the number of Company Shares sought to be purchased in the Offer; (D) waives, amends, modifies or otherwise changes the Minimum Condition; (E) amends, modifies or otherwise changes any Offer Conditions (other than the Minimum Condition) in a manner that adversely impacts or reasonably could adversely impact the Company Stockholders in any material respect;; or (F) imposes conditions to the Offer that are in addition to the Offer Conditions set forth in Section 1.1(b); (G) extends or otherwise changes the Expiration Date in a manner other than as required or permitted by this Agreement; or (H) provides any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (ii) The Offer Price shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend -5- or distribution of securities convertible into Company Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Shares occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Shares tendered pursuant to the Offer.

Amendment of Offer Terms and Conditions. (i) Parent and Merger Sub may, and hereby expressly reserve the right to, increase the Offer Price or otherwise amend, modify or make changes to the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or previously approved by the Company in writing, neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that: (A) decreases the Offer Price; (B) changes the form of consideration to be paid in the Offer; (C) reduces the number of Company Common Shares sought to be purchased in the Offer; (D) waives, amends, modifies or otherwise changes the Minimum Condition or the Termination Condition; (E) amends, modifies or otherwise changes any Offer Conditions (other than the Minimum Condition or the Termination Condition) in a manner that adversely impacts affects or reasonably could adversely impact affect the Company Common Stockholders in any material respect; (F) imposes conditions to the Offer that are in addition to the Offer Conditions set forth in Section 1.1(b);; or (G) extends or otherwise changes the Expiration Date in a manner other than as required or permitted by this Agreement; or (H) provides any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (ii) The Offer Price shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Shares occurring on or after the date hereof and prior to Merger Sub’s acceptance for payment of, and payment for, Company Common Shares tendered pursuant to the Offer.