CERTAIN CONDITIONS OF THE. OFFER Notwithstanding any other provision of the Offer, but subject to the terms and conditions of the Merger Agreement (and provided that the Purchaser shall not be obligated to accept for payment any Shares until expiration or termination of all applicable waiting periods under the HSR Act), the Purchaser (x) 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 (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and (y) may delay the acceptance for payment of or (subject to such rules and regulations, including Rule 14e-1(c)) payment for, any tendered Shares, in each case if a majority of the total Shares outstanding on a fully diluted basis and as will permit the Purchaser to effect the Merger without the vote of any person other than the Purchaser shall not have been properly and validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), or, if on or 16 19 after the date of the Merger Agreement, and at or before the time of acceptance for payment of any of such Shares, any of the following events shall occur: (a) the Company shall have breached or failed to perform in any material respect any of its obligations, covenants or agreements under the Merger Agreement; (b)(i) any of the representations and warranties of the Company set forth in this Agreement that are qualified by materiality or by Material Adverse Effect (as defined in the Merger Agreement) shall not have been true and correct as of the date of the Merger Agreement or shall not be true and correct on the Expiration Date of the Offer (and any extensions thereof) as though made on and as of such date or (ii) except for such inaccuracies as, individually or in the aggregate, have not had and would not be reasonably likely to have a Material Adverse Effect, the representations and warranties of the Company set forth in the Merger Agreement that are not qualified by materiality or by Material Adverse Effect, shall not have been true and correct as of the date of the Merger Agreement or shall not be true and correct as of the expiration date of the Offer (and any extensions thereof) as though made on and as of such date; (c) there shall be threatened, instituted or pending any action, litigation or proceeding (hereinafter, an "Action")...
CERTAIN CONDITIONS OF THE. OFFER Notwithstanding any other provision of the Offer, the Company shall not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f) promulgated under the Exchange Act, if at any time on or after May 12, 1997 and on or prior to the Expiration Date, any of the following events shall have occurred (or shall have been determined by the Company to have occurred) that, in the Company's judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by the Company), makes it inadvisable to proceed with the Offer or with such acceptance for payment or payment: (a) there shall have been threatened, instituted or be pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which (i) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the Offer, the acquisition of Shares pursuant to the Offer or is otherwise related in any manner to, or otherwise affects, the Offer; or (ii) could, in the sole judgment of the Company, materially affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company and its subsidiaries, taken as a whole, or materially impair the Offer's contemplated benefits to the Company; or (b) there shall have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or the Company or any of its subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which, in the sole judgment of the Company, would or might directly or indirectly result in any of the consequences referred to in clause (i) or (ii) of paragraph (a) above; or (c) there sh...
CERTAIN CONDITIONS OF THE. OFFER Notwithstanding any other provisions of the Offer or the Merger Agreement, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares after the termination or withdrawal of the Offer), pay for any Shares tendered pursuant to the Offer, and may terminate, withdraw or amend the Offer and may postpone the acceptance of, and payment for the Shares, if the Minimum Condition shall not have been satisfied. Furthermore, notwithstanding any other term of the Offer or the Merger Agreement, Purchaser shall not be required to accept for payment or, subject as aforesaid, to pay for any Shares tendered pursuant to the Offer, and may terminate, withdraw or amend the Offer and may postpone the acceptance of, and payment for, the Shares if, at any time on or after the date of the Merger Agreement and before the time for payment for any of the Shares (whether or not any Shares shall have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following conditions exists: (a) There shall have been instituted or pending any action or proceeding before any domestic or foreign court, legislative body or governmental agency or other regulatory or administrative agency or commission (i) challenging the acquisition in whole or in part of the Shares by Parent or Purchaser, seeking to restrain or prohibit the making or consummation of the Offer or the Merger or seeking to obtain any material damages or otherwise, directly or indirectly, relating to the transaction contemplated by the Offer or the Merger Agreement, (ii) seeking to prohibit or restrict the ownership or operation by Parent, Purchaser or the Company (or any of their respective affiliates or subsidiaries) of any material portion of Parent's or Purchaser's or the Company's business or assets, or to compel the Company, Parent or Purchaser (or any of their respective affiliates or subsidiaries) to dispose of or hold separate all or any of the Shares or all or any material portion of the Company's, Parent's or Purchaser's (or any of their respective affiliates' or subsidiaries') business or assets as a result of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, (iii) seeking to prohibit or materially delay or make illegal the purchase of, or payment for, some or all...
