Common use of CERTAIN CONDITIONS OF THE OFFER Clause in Contracts

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), 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) 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 may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate or amend the Offer as to any Shares not then paid for, if (i) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares which, when added to the Shares, if any, beneficially owned by Parent, would constitute at least 50.1% of the Shares outstanding on a fully diluted basis (the "Minimum Condition"), (ii) any applicable waiting period under the HSR Act has not expired or terminated, or (iii) at any time on or after the date of the Merger Agreement and before the time of payment for any such Shares, any of the following events shall occur and be continuing:

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger this Agreement), 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) 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 may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate or amend the Offer as to any Shares not then paid for, if (i) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares which, when added to the Shares, if any, beneficially owned by Parent, would constitute at least 50.1% of the Shares outstanding on a fully diluted basis (the "Minimum Condition"), (ii) any applicable waiting period under the HSR Act has not expired or terminated, (ii) the Minimum Condition has not been satisfied, (iii) the Company, the Parent and the Purchaser, as required, have not obtained all necessary material consents, approvals, orders, authorizations, registrations, declarations, permits or filings required to be obtained by it in connection with this Agreement and the transactions contemplated hereby or (iiiiv) at any time on or after the date of the Merger Agreement and before the time of payment for any such Shares, any of the following events shall occur and or shall be continuingdetermined by the Purchaser to have occurred:

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions term or provision of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), the Purchaser shall will not be required to accept for payment or, subject to any applicable rules and regulations of the SECCommission, including Rule 14e-1(c14e-l(c) under the Exchange Act (relating to the Purchasera bidder's obligation to pay for or return tendered Shares securities promptly after the termination or withdrawal of such bidder's offer), to pay for any Shares not theretofore accepted for payment or paid for unless the following conditions have been satisfied, among others, (1) the Minimum Tender Condition, (2) the Business Combination Condition, (3) the Poison Pill/Anti-Dilution Condition, (4) the Financing Condition, and (5) any waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated. Furthermore, notwithstanding any other term or provision of the Offer), pay for, and may delay the acceptance Purchaser will not be required to accept for payment of or, subject as aforesaid, to the restriction referred to above, the pay for any Shares not theretofore accepted for payment or paid for, any tendered Shares, and may terminate or amend the Offer as to any Shares not then paid forif, if (i) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares which, when added to the Shares, if any, beneficially owned by Parent, would constitute at least 50.1% of the Shares outstanding on a fully diluted basis (the "Minimum Condition"), (ii) any applicable waiting period under the HSR Act has not expired or terminated, or (iii) at any time on or after the date of the Merger Agreement Wednesday, December 8, 1999, and before the time acceptance of such Shares for payment for any such Sharesor the payment therefor, any of the following events or facts shall occur and be continuinghave occurred:

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) the PurchaserParent's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), the Purchaser Parent shall not be required 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 the PurchaserParent's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate or amend the Offer as to any Shares not then paid for, if (i) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares which, when added to the Shares, if any, beneficially owned by Parent, would constitute at least 50.1% of the Shares outstanding on a fully diluted basis (the "Minimum Condition"), (ii) any applicable waiting period under the HSR Act or any Foreign Filing has not expired or terminated, (ii) the Minimum Condition has not been satisfied, or (iii) at any time on or after the date of the Merger Agreement and before the time of acceptance for payment for any such Shares, any of the following events shall occur and or shall be continuingdetermined by the Parent to have occurred:

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions term or provision of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), the Purchaser shall will not be required to accept for payment or, subject to any applicable rules and regulations of the SECCommission, including Rule 14e-1(c14e-l(c) under the Exchange Act (relating to the Purchasera bidder's obligation to pay for or return tendered Shares securities promptly after the termination or withdrawal of the Offersuch bidder's offer), to pay for any Shares not theretofore accepted for payment or paid for, and may delay terminate the acceptance Offer, unless (1) the Minimum Condition shall have been satisfied, (2) the Control Share Condition shall have been satisfied, (3) the Business Combination Condition shall have been satisfied and (4) any waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated. Furthermore, notwithstanding any other term or provision of the Offer, the Purchaser will not be required to accept for payment of or, subject as aforesaid, to the restriction referred to above, the pay for any Shares not theretofore accepted for payment or paid for, any tendered Shares, and may terminate or amend the Offer as to any Shares not then paid forif, if (i) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares which, when added to the Shares, if any, beneficially owned by Parent, would constitute at least 50.1% of the Shares outstanding on a fully diluted basis (the "Minimum Condition"), (ii) any applicable waiting period under the HSR Act has not expired or terminated, or (iii) at any time on or after the date of the Merger Agreement Applicable Date (March 5, 1996), and before the time acceptance of such Shares for payment for or, subject to any such Sharesapplicable rules and regulations of the Commission, the payment therefor, any of the following events or facts shall occur and be continuinghave occurred:

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions provision of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Merger Agreement), the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SECCommission, including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after expiration or termination or withdrawal of the Offer), to pay forfor any Shares tendered, and and, except as otherwise provided in the Merger Agreement, may delay postpone the acceptance for payment of or, subject to the restriction referred to above, the payment for, for any tendered SharesShares tendered, and may amend or terminate or amend the Offer as to (whether or not any Shares not then have theretofore been purchased or paid for, ) if (i) there prior to the Expiration Date (a) the Minimum Condition or the Financing Condition shall not have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares which, when added to the Shares, if any, beneficially owned by Parent, would constitute at least 50.1% of the Shares outstanding on a fully diluted basis (the "Minimum Condition")satisfied, (iib) any the applicable waiting period under the HSR Act has shall not have expired or terminated, been terminated or (iiic) all regulatory and related approvals shall have not been obtained on terms reasonably satisfactory to Parent, except where the failure to obtain such approval would not have a Company Material Adverse Effect and would not materially restrict or prohibit consummation of the Offer or the Merger or (ii) prior to the acceptance for payment of or payment for Shares and at any time on or after the date of the Merger Agreement and before the time of payment for any such SharesAgreement, any of the following events conditions shall occur have occurred and be continuing:

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions term of the Offer, and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of or the Merger Agreement), 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) under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for, and may delay the acceptance for payment of or, subject any Shares tendered pursuant to the restriction referred to above, the payment for, any tendered Shares, and may terminate or amend the Offer as to any Shares not then paid for, if unless (i) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer such that number of Shares which, when added to the Shares, if any, beneficially owned by Parent, which would constitute represent at least 50.1% a majority of the outstanding Shares outstanding on a fully diluted basis (the "Minimum Condition")basis, (ii) any applicable waiting period under the HSR Act has not applicable to the purchase of Shares pursuant to the Offer shall have expired or terminated, or been terminated and (iii) the period of time for any applicable review process by CFIUS under the Exon-Xxxxxx Act shall have expired and CFIUS shall not have taken any action or made any recommendation to the President of the United States to block or prevent the consummation of the Offer or the Merger. Furthermore, notwithstanding any other term of the Offer or the Merger Agreement, the Purchaser shall not be required to commence the Offer, accept for payment or, subject as aforesaid, to pay for any Shares not theretofore accepted for payment or paid for, and may terminate or amend the Offer, (x) with the consent of the Company or (y) without the consent of the Company if, at any time on or after the date of the Merger Agreement and before the time acceptance of such shares for payment for any such Sharesor the payment therefor, any of the following events shall occur and be continuingconditions exists: