ANNEX I CONDITIONS OF THE OFFER. (1) Notwithstanding any other terms or provisions of the Offer or the Agreement and Plan of Merger to which this Annex I is attached (the “Agreement”), Purchaser shall not be obligated to accept for payment, and, subject to the rules and regulations of the SEC (including Rule 14e-l(c) promulgated under the Exchange Act), shall not be obligated to pay for, or may delay the acceptance for payment of or payment for, any validly tendered Shares pursuant to the Offer (and not theretofore accepted for payment or paid for), if immediately prior to the Expiration Date, there shall not have been validly tendered (not including as tendered Shares tendered pursuant to guaranteed delivery procedures and not actually delivered prior to the Expiration Date) and not validly withdrawn that number of Shares that when added to the Shares then owned by Purchaser would represent one Share more than one-half (1/2) of the sum of:
ANNEX I CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer or the Agreement and Plan of Merger to which this Annex I is attached (the "AGREEMENT"), and in addition to (and not in limitation of) Acquisition Sub's rights to extend and amend the Offer (subject to the provisions of the Agreement), and subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) relating to Acquisition Sub's obligation to pay for or return tendered shares after termination of the Offer, Acquisition Sub shall not be required to accept for payment or pay for any shares of Company Common Stock tendered pursuant to the Offer and may terminate the Offer and the Agreement, if (i) the Minimum Condition has not been satisfied, (ii) there shall be in effect any voluntary agreement between Parent and the United States Federal Trade Commission or the United States Department of Justice pursuant to which Parent has agreed not to accept for payment shares of Company Common Stock pursuant to the Offer for any period of time, or (iii) at any time after the date of the Agreement, and before acceptance for payment of any shares of Company Common Stock, Parent shall have determined in its reasonable good faith discretion that any of the following events shall have occurred and be continuing:
ANNEX I CONDITIONS OF THE OFFER. Annex I to the Merger Agreement, which sets forth certain conditions to the Offer, is hereby amended to delete the last word “and” of condition 2(e), to replace the last word “or” of condition 2(f) with the word “and”, and to add the following as a new condition 2(g):
ANNEX I CONDITIONS OF THE OFFER. Notwithstanding any other terms or provisions of the Offer or the Agreement and Plan of Merger to which this Annex I is attached (the “Agreement”), Purchaser shall not be obligated to accept for payment, and, subject to the rules and regulations of the SEC (including Rule 14e-l(c) promulgated under the Exchange Act), shall not be obligated to pay for, and may delay the acceptance for payment of or payment for, any validly tendered Shares pursuant to the Offer (and not theretofore accepted for payment or paid for), if:
ANNEX I CONDITIONS OF THE OFFER. (1) Notwithstanding any other terms or provisions of the Offer or the Agreement and Plan of Merger to which this Annex I is attached (the “Agreement”), Acquisition Sub shall not be obligated to accept for payment, or, subject to the rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Acquisition Sub’s obligation to pay for or return the tendered Company Common Stock and Company Series A Preferred Stock promptly after termination or withdrawal of the Offer), pay for any Company Common Stock and Company Series A Preferred Stock validly tendered (and not withdrawn) pursuant to the Offer (and not theretofore accepted for payment or paid for), unless (i) there shall have been validly tendered and not validly withdrawn shares of Company Common Stock and Company Series A Preferred Stock that, considered together with all other shares of Company Common Stock and Company Series A Preferred Stock (if any) beneficially owned by Parent and its controlled Affiliates (excluding any shares of Company Common Stock and Company Series A Preferred Stock tendered pursuant to guaranteed delivery procedures that have not yet been received), represent one more than 50% of the sum of (x) the total number of shares of Company Common Stock outstanding at the time of the expiration of the Offer, plus (y) solely with respect to any shares of Company Series A Preferred Stock that remain outstanding as of immediately prior to the Acceptance Time (but, for the avoidance of doubt, without duplication with respect to Company Series A Preferred Stock that have converted into the right to receive shares of Company Common Stock), the total number of shares of Company Common Stock into which such outstanding shares of Company Series A Preferred Stock are convertible, plus (z) the total number of shares of Company Common Stock that the Company would be required to issue upon conversion, settlement, exchange or exercise of all options, warrants, rights or securities outstanding at the time of the expiration of the Offer that are convertible, exchangeable or exercisable into share of Company Common Stock (whether then outstanding or for which the conversion, settlement, exchange or exercise date has already occurred, but in any event without duplication) (such condition, the “Common Stock Minimum Condition”), (ii) there shall have been validly tendered and not validly withdrawn shares of Company Series A Preferred Stock that, considered together with all...
ANNEX I CONDITIONS OF THE OFFER. Notwithstanding any other provisions of the Offer, the Purchaser shall not be required 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 tendered Common Shares if (i) there shall not be validly tendered (and not validly withdrawn prior to the Expiration Date) that number of Common Shares which, when added to any Common Shares already owned by Parent or any of its subsidiaries, represents at least a majority of the total number of outstanding Common Shares on a fully-diluted basis (but excluding Common Shares issuable upon conversion of the Notes) on the date of purchase (the “Minimum Condition”), (ii) any applicable waiting period or approval under the HSR Act or under any material applicable foreign statutes or regulations shall not have expired or been terminated or obtained prior to the Expiration Date, provided that nothing in this clause (ii) shall be deemed to limit Parent’s obligations under Section 6.4(d) of the Merger Agreement, (iii) all consents from third parties shall not have been obtained prior to the Expiration Date except for those the failure of which to be obtained would not reasonably be expected to have a Material Adverse Effect on the Company or (iv) at any time on or after the date of the Merger Agreement and prior to the time of acceptance for payment for any Common Shares, any of the following events shall occur (and, in case of clauses (a), (b), (f), (g) and, other than with respect to any willful and material breach, (h), be continuing at the scheduled Expiration Date):
ANNEX I CONDITIONS OF THE OFFER. (1) Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, 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) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for any Shares validly tendered (and not withdrawn) pursuant to the Offer (and not theretofore accepted for payment or paid for) unless (i) there shall have been validly tendered and not validly withdrawn Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its controlled Affiliates (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been received), represent one more than 50% of the sum of (x) the total number of Shares outstanding at the time of the expiration of the Offer, plus (y) all Shares that the Company may be required to issue upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding options, warrants or securities convertible or exchangeable into Shares, or other rights to acquire or be issued Shares, regardless of the conversion or exercise price or other terms and conditions thereof (such condition, the “Minimum Condition”) and (ii) the waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the HSR Act shall have expired or been terminated.
ANNEX I CONDITIONS OF THE OFFER. Notwithstanding any other terms or provisions of the Offer or this Agreement to which this Annex I is attached, Merger Sub shall not be obligated, and Parent shall not be obligated to cause Merger Sub, to accept for payment, and, subject to the rules and regulations of the SEC (including Rule 14e-l(c) promulgated under the Exchange Act), shall not be obligated to pay for, and may delay the acceptance for payment of or payment for, any validly tendered Common Shares pursuant to the Offer (and not theretofore accepted for payment or paid for), if:
ANNEX I CONDITIONS OF THE OFFER. The capitalized terms used in this Annex I have the meanings set forth in the Agreement and Plan of Merger (including Exhibit A) to which this Annex I is annexed, except that the term “Agreement” shall be deemed to refer to the Agreement and Plan of Merger to which this Annex I is annexed.
ANNEX I CONDITIONS OF THE OFFER. Notwithstanding any other provisions of the Offer, the Company shall not be required 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 tendered shares of Company Common Stock and may (subject to Section 6.1 of the Agreement) terminate the Offer if (i) there shall not be validly tendered (and not withdrawn) prior to the Expiration Date for the Offer 10,300,000 shares of Company Common Stock (the “Minimum Condition”) or (ii) any of the following additional conditions shall not have been satisfied as of the Acceptance Date:
