Common use of CERTAIN CONDITIONS OF THE OFFER Clause in Contracts

CERTAIN CONDITIONS OF THE OFFER. For the purposes of this Section 15, capitalized terms used but not defined herein will have the meanings set forth in the Merger Agreement. Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject to the applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Shares tendered pursuant to the Offer, if (i) the Merger Agreement shall have been terminated in accordance with its terms, (ii) the Minimum Condition shall not have been satisfied at any then scheduled Expiration Date; or (iii) any of the following conditions have not been satisfied (or, to the extent legally permissible, waived) at the Expiration Date: (a) any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any other applicable antitrust law shall have expired or been terminated; (i) the representations and warranties of Tasty Baking contained in Sections 4.02, 4.03(a), or 4.03(d) of the Merger Agreement, without giving effect to materiality or “Company Material Adverse Effect” qualifications, shall be true and correct in all material respects as of the Expiration Time as though made as of the Expiration Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined only as of the specified date), and (ii) all of the remaining representations and warranties of Tasty Baking set forth in Article IV of the Merger Agreement, without giving effect to materiality or “Company Material Adverse Effect” qualifications, shall be true and correct as of the Expiration Time as though made as of the Expiration Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined only as of the specified date), except with respect to this clause (ii), where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Company Material Adverse Effect; (c) Tasty Baking shall have performed or complied with each agreement and covenant to be performed or complied with by it under the Merger Agreement at or prior to the Expiration Time, except for such failures that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order that is in effect and which has the effect 34 Table of Contents of making the Offer, Top-Up Option or Merger illegal or otherwise prohibiting or preventing the consummation of the Offer, Top-Up Option or Merger; (e) since the date of the Merger Agreement, a Company Material Adverse Effect shall not have occurred; (f) Purchaser shall have received a certificate of Tasty Baking, executed by the Chief Executive Officer and the Chief Financial Officer of Tasty Baking, dated as of the Expiration Time, to the effect that the conditions set forth in paragraphs (b) and (c) above have occurred; (g) The board of directors of Tasty Baking shall not have withdrawn or modified (including by amendment of the Schedule 14D-9) in a manner adverse to Purchaser the Company Recommendation; (h) there shall not be pending any Legal Action by a federal or state Governmental Entity challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger; (i) there shall not have occurred or be continuing any Company Insolvency Event; or (j) there shall not have been any material breach or default by Tasty Baking under the lease agreement between Liberty Property/Synterra Limited Partnership and Tasty Baking, dated May 8, 2007, as amended, for the property located at 0000 X. 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, together with any written waivers between the parties thereto concerning the terms thereof. The foregoing conditions are for the sole benefit of Parent and Purchaser and may be waived by Parent or Purchaser in whole or in part at any time and from time to time prior to the expiration of the Offer or prior to the acceptance of the Shares for payment in the case of a condition that depends upon receipt of government regulatory approvals in their sole discretion, in each case, subject to the terms of the Merger Agreement. Parent and Purchaser will terminate the Offer only pursuant to the specified conditions described in the Offer to Purchase. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right.

CERTAIN CONDITIONS OF THE OFFER. For the purposes of this Section 15, capitalized terms used but not defined herein will have the meanings set forth in the Merger Agreement. Notwithstanding any other provision of the Offer, Purchaser shall will not be required to accept for payment or, subject to the applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Shares tendered pursuant to the Offer, and may extend, terminate or amend the Offer, if (i) any applicable waiting period under the HSR Act has not expired or been terminated prior to the expiration of the Offer or the transactions contemplated by the Merger Agreement shall have been terminated in accordance with its terms, cannot be consummated under the EC Merger Regulation or (ii) the Minimum Condition shall not have been satisfied at any then scheduled Expiration Date; time on or (iii) after the date of the Merger Agreement and prior to the expiration of the Offer, any of the following conditions have not been satisfied (or, to the extent legally permissible, waived) at the Expiration Date: exists: (a) any waiting period Material Adverse Effect (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any other applicable antitrust law shall have expired or been terminated; (i) the representations and warranties of Tasty Baking contained as defined in Sections 4.02, 4.03(a), or 4.03(d) of the Merger Agreement) on the Company has occurred, without giving effect to materiality (b) any representation or “warranty of the Company Material Adverse Effect” qualifications, shall be in the Merger Agreement is not true and correct in all material respects as of the Expiration Time as though made as of the Expiration Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined only as of the specified date), and (ii) all of the remaining representations and warranties of Tasty Baking set forth in Article IV of the Merger Agreement, without giving effect to materiality or “Company Material Adverse Effect” qualifications, shall be true and correct as of the Expiration Time as though made as of the Expiration Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined only as of the specified date), except with respect to this clause (ii), where the failure of such representations and warranties representation or warranty to be so true and correct would not, individually (without giving effect to any limitation as to "materiality" or in the aggregate, have a Company "Material Adverse Effect; " set forth therein) would not have a Material Adverse Effect on the Company, (c) Tasty Baking shall have performed the Company has failed to perform, in any material respect, any material obligation or complied to comply, in any material respect, with each any material agreement and or covenant of the Company to be performed or complied with by it under the Merger Agreement at Agreement; PROVIDED, HOWEVER, that no governmental or prior third party consent will be required to be obtained as a condition to the Expiration TimeOffer except as expressly set forth in clause (i) above, except for such failures that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (d) no Governmental Entity shall have enactedthe Merger Agreement or the Stock Purchase Agreement has been terminated in accordance with its terms, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or (e) the conditions (other order than the condition that is in effect and which has the effect 34 Table of Contents of making the Offer, Top-Up Option or Merger illegal or otherwise prohibiting or preventing the consummation of the Offertransactions contemplated by the Stock Purchase Agreement does not conflict with or violate any provision of United States Law) to CSG's obligations under the Stock Purchase Agreement have not been satisfied or waived, Top-Up Option or Merger; (e) since the date of the Merger Agreement, a Company Material Adverse Effect shall not have occurred; and (f) Purchaser shall have received a certificate of Tasty Baking, executed by the Chief Executive Officer CSG and the Chief Financial Officer of Tasty Baking, dated as of the Expiration Time, to the effect Company have agreed that the conditions set forth in paragraphs (b) and (c) above have occurred; (g) The board of directors of Tasty Baking shall not have withdrawn or modified (including by amendment of the Schedule 14D-9) in a manner adverse to Purchaser the Company Recommendation; (h) there shall not be pending any Legal Action by a federal or state Governmental Entity challenging or seeking to restrain or prohibit the consummation of CSG will terminate the Offer or postpone the Merger; acceptance for payment of Shares thereunder; which, in the sole judgment of Purchaser in any such case, and regardless of the circumstances (iincluding any action or inaction by CSG or any of its affiliates) there shall not have occurred or be continuing giving rise to any Company Insolvency Event; or (j) there shall not have been any material breach or default by Tasty Baking under the lease agreement between Liberty Property/Synterra Limited Partnership and Tasty Bakingsuch condition, dated May 8, 2007, as amended, makes it inadvisable to proceed with such acceptance for the property located at 0000 X. 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, together with any written waivers between the parties thereto concerning the terms thereofpayment. The foregoing conditions are for the sole benefit of Parent and Purchaser and CSG and may be asserted by Purchaser or CSG regardless of the circumstances giving rise to any such condition or may be waived by Parent Purchaser or Purchaser CSG in whole or in part at any time and from time to time prior to the expiration of the Offer or prior to the acceptance of the Shares for payment in the case of a condition that depends upon receipt of government regulatory approvals in their sole discretion, in each case, subject to the terms of the Merger Agreement. Parent and Purchaser will terminate the Offer only pursuant to the specified conditions described in the Offer to Purchase. The failure by Parent CSG or Purchaser at any time to exercise any of the foregoing rights shall will not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances will not be deemed a waiver with respect to any other facts and circumstances; and each such right shall will be deemed an ongoing rightright that may be asserted at any time and from time to time.

CERTAIN CONDITIONS OF THE OFFER. For Subject to the purposes rights and obligations of this Section 15, capitalized Purchaser to extend and/or amend the Offer in accordance with the terms used but not defined herein will have the meanings set forth in and conditions of the Merger Agreement. Notwithstanding any other provision Agreement described in Section 1—“Terms of the Offer, ,” Purchaser shall will not be required to (and Parent will not be required to cause Purchaser to) accept for payment or, subject to the any applicable rules and regulations of the SEC, SEC (including Rule 14e-1(c) promulgated under the Exchange Act), pay for any tendered Shares, and Parent may (and Parent may cause Purchaser to) delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act) the payment for, any Shares that are validly tendered pursuant in the Offer (and not validly withdrawn) prior to the scheduled Expiration Time of the Offer, if: • at the Expiration Time, the Minimum Condition has not been satisfied or waived, provided that for purposes of determining whether the Minimum Condition has been satisfied, any shares tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if (i) such shares have been delivered pursuant to such procedures; • at the Expiration Time, the Regulatory Condition has not been satisfied or waived; • any of Silicon Image’s representations and warranties in the Merger Agreement shall have been terminated in accordance related to Silicon Image’s organization and good standing, authorization and enforceability with its terms, (ii) the Minimum Condition shall not have been satisfied at any then scheduled Expiration Date; or (iii) any of the following conditions have not been satisfied (or, respect to the extent legally permissible, waived) at the Expiration Date: (a) any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any other applicable antitrust law shall have expired or been terminated; (i) the representations and warranties of Tasty Baking contained in Sections 4.02, 4.03(a), or 4.03(d) of the Merger Agreement, without giving Silicon Image’s brokers and the absence of a Silicon Image stockholder rights plan shall not be true and correct as of as of the date of the Merger Agreement or shall not be true and correct as of immediately prior to the scheduled Expiration Time with the same force and effect to materiality as if made on and as of such time (other than any such representation or “Company Material Adverse Effect” qualificationswarranty that is made only as of a specified date, shall which need only be true and correct in all material respects as of the Expiration Time as though made as such specified date); • certain of the Expiration Time (except for Silicon Image’s representations and warranties made as of a specified date, the accuracy of which will be determined only as of the specified date), and (ii) all of the remaining representations and warranties of Tasty Baking set forth in Article IV of the Merger Agreement, without giving effect Agreement related to materiality or “Company Material Adverse Effect” qualificationsSilicon Image’s capitalization, shall not be true and correct as of the Expiration Time as though made date of the Merger Agreement and as of immediately prior to the Expiration Time with the same force and effect as if made on and as of such date (except for representations and warranties other than any such representation or warranty that is made only as of a specified date, the accuracy of which will need only be determined only true and correct as of the such specified date), except with respect to this clause (ii), where the failure of if one or more inaccuracies in such representations and warranties related to be so true Silicon Image’s capitalization would not cause the consideration otherwise payable to the holders of Shares by Parent and/or Purchaser in the Offer and correct would notthe Merger to increase more than $500,000, individually or in the aggregate, have a plus the aggregate amount paid pursuant to the Offer; • any of the representations and warranties of Silicon Image set forth in the Merger Agreement (other than those identified in the preceding two bullet points), disregarding any “materiality” and “Company Material Adverse Effect; (c) Tasty Baking ” qualifications set forth in all such representations or warranties, shall have performed or complied with each agreement not be true and covenant to be performed or complied with by it under correct as of as of the date of the Merger Agreement at or and as of immediately prior to the Expiration TimeTime with the same force and effect as if made on and as of such time (other than any such representation or warranty that is made only as of a specified date, which need only be true and correct in all respects as of such specified date), except for to the extent that the facts and circumstances causing or resulting in any such failures that representations and warranties not to be true and correct as of the date hereof, as of the relevant specified date, as applicable, or as of immediately prior to the scheduled expiration of the Offer, as applicable, have not had or would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order that is in effect and which has the effect 34 Table of Contents of making the Offer, Top-Up Option or Merger illegal or otherwise prohibiting or preventing the consummation of the Offer, Top-Up Option or Merger; (e) since the date of the Merger Agreement, a Company Material Adverse Effect shall not have occurred; (f) Purchaser shall have received a certificate of Tasty Baking, executed by the Chief Executive Officer and the Chief Financial Officer of Tasty Baking, dated as of the Expiration Time, to the effect that the conditions set forth in paragraphs (b) and (c) above have occurred; (g) The board of directors of Tasty Baking shall not have withdrawn or modified (including by amendment of the Schedule 14D-9) in a manner adverse to Purchaser the Company Recommendation; (h) there shall not be pending any Legal Action by a federal or state Governmental Entity challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger; (i) there shall not have occurred or be continuing any Company Insolvency Event; or (j) there shall not have been any material breach or default by Tasty Baking under the lease agreement between Liberty Property/Synterra Limited Partnership and Tasty Baking, dated May 8, 2007, as amended, for the property located at 0000 X. 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, together with any written waivers between the parties thereto concerning the terms thereof. The foregoing conditions are for the sole benefit of Parent and Purchaser and may be waived by Parent or Purchaser in whole or in part at any time and from time to time prior to the expiration of the Offer or prior to the acceptance of the Shares for payment in the case of a condition that depends upon receipt of government regulatory approvals in their sole discretion, in each case, subject to the terms of the Merger Agreement. Parent and Purchaser will terminate the Offer only pursuant to the specified conditions described in the Offer to Purchase. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right.

CERTAIN CONDITIONS OF THE OFFER. For Subject to the purposes rights and obligations of this Section 15, capitalized Purchaser to extend and/or amend the Offer in accordance with the terms used but not defined herein will have the meanings set forth in and conditions of the Merger Agreement. Notwithstanding any other provision Agreement described in Section 1—"Terms of the Offer, ," Purchaser shall will not be required to (and Parent will not be required to cause Purchaser to) accept for payment or, subject to the any applicable rules and regulations of the SEC, SEC (including Rule 14e-1(c) promulgated under the Exchange Act), pay for any tendered Shares, and Parent may (and Parent may cause Purchaser to) delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act) the payment for, any Shares that are validly tendered pursuant in the Offer (and not validly withdrawn) prior to the scheduled expiration of the Offer, if: • on the Expiration Date, the Minimum Condition has not been satisfied or waived, provided that for purposes of determining whether the Minimum Condition has been satisfied, any shares tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if (i) such shares have been delivered pursuant to such procedures; • on the Expiration Date, the Regulatory Condition has not been satisfied or waived; • certain representations and warranties set forth in the Merger Agreement shall have been terminated in accordance with its terms, (ii) the Minimum Condition related to Fusion-io's intellectual property shall not have been satisfied at any then scheduled Expiration Date; or (iii) any be true and correct as of the following conditions have not been satisfied date of the Merger Agreement and as of immediately prior to the Expiration Date with the same force and effect as if made on and as of such time (orother than any such representation or warranty that is made only as of a specified date, which need only be true and correct as of such specified date), except to the extent legally permissible, waived) at that the Expiration Date: (a) any waiting period (facts and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any other applicable antitrust law shall have expired circumstances causing or been terminated; (i) the resulting in such representations and warranties not being true and correct as of Tasty Baking contained in Sections 4.02, 4.03(a), or 4.03(d) the date of the Merger Agreement, without giving effect immediately prior to materiality the Expiration Date or “Company Material Adverse Effect” qualificationsas of the relevant specified date, as applicable, have not had, and would not reasonably be expected to have, individually or in the aggregate, a material and adverse impact on the business or operations of Parent (not including, for the avoidance of doubt, the business and operation of the Surviving Corporation and any of its subsidiaries); • any of Fusion-io's representations and warranties in the Merger Agreement related to Fusion-io's organization and good standing, authorization and enforceability with respect to the Merger Agreement, Fusion-io's brokers and the absence of a Fusion-io stockholder rights plan shall not be true and correct in all material respects as of the Expiration Time as though made as of the date of the Merger Agreement and as of immediately prior to the Expiration Time Date with the same force and effect as if made on and as of such time (except for representations and warranties other than any such representation or warranty that is made only as of a specified date, the accuracy of which will need only be determined only true and correct in all material respects as of the such specified date), and (ii) all ; • certain of the remaining Fusion-io's representations and warranties of Tasty Baking set forth in Article IV of the Merger Agreement, without giving effect Agreement related to materiality or “Company Material Adverse Effect” qualificationsFusion-io's capitalization, shall not be true and correct as of the Expiration Time as though made date of the Merger Agreement and as of immediately prior to the Expiration Time Date with the same force and effect as if made on and as of such date (except for representations and warranties other than any such representation or warranty that is made only as of a specified date, the accuracy of which will need only be determined only true and correct as of the such specified date), except with respect to this clause (ii), where the failure of if one or more inaccuracies in such representations and warranties related to be so true and correct Fusion-io's capitalization would not, individually or not cause the consideration otherwise payable to the holders of Shares by Parent and/or Purchaser in the aggregateOffer and the Merger to increase by $5,000,000 or more; • any of the representations and warranties of Fusion-io set forth in the Merger Agreement (other than those identified in the preceding three bullet points, have a disregarding any "materiality" and "Company Material Adverse Effect; (c) Tasty Baking " qualifications set forth in all such representations or warranties, shall have performed or complied with each agreement not be true and covenant to be performed or complied with by it under correct as of as of the date of the Merger Agreement at or and as of immediately prior to the Expiration TimeDate with the same force and effect as if made on and as of such time (other than any such representation or warranty that is made only as of a specified date, which need only be true and correct in all respects as of such specified date), except for to the extent that the facts and circumstances causing or resulting in any such failures that representations and warranties not to be true and correct as of the date hereof, as of the relevant specified date, or as of immediately prior to the scheduled expiration of the Offer, as applicable, have not had or had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; ; provided, that for purposes of this Offer Condition, clause (dii) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order that is in effect and which has the effect 34 Table of Contents of making the Offer, Top-Up Option or Merger illegal or otherwise prohibiting or preventing the consummation of the Offer, Top-Up Option or Merger; (e) since the date of the Merger Agreement, a Company Material Adverse Effect definition shall not have occurred; (f) Purchaser be disregarded; • Fusion-io shall have received a certificate breached or failed to perform in any material respect (or in all respects with respect to its covenant to refrain from entering into certain agreements related to Fusion-io's intellectual property or containing certain restrictions on Fusion-io's business) any of Tasty Bakingits obligations, executed by agreements or covenants under the Chief Executive Officer Merger Agreement to be performed or complied with on or prior to Expiration Date and the Chief Financial Officer of Tasty Bakingthat such breach or failure to perform its obligations, dated agreement and covenants shall be continuing as of the Expiration Time, to the effect that the conditions set forth in paragraphs (b) and (c) above have occurred; (g) The board of directors of Tasty Baking shall not have withdrawn or modified (including by amendment of the Schedule 14D-9) in a manner adverse to Purchaser the Company Recommendation; (h) there shall not be pending any Legal Action by a federal or state Governmental Entity challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger; (i) there shall not have occurred or be continuing any Company Insolvency Event; or (j) there shall not have been any material breach or default by Tasty Baking under the lease agreement between Liberty Property/Synterra Limited Partnership and Tasty Baking, dated May 8, 2007, as amended, for the property located at 0000 X. 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, together with any written waivers between the parties thereto concerning the terms thereof. The foregoing conditions are for the sole benefit of Parent and Purchaser and may be waived by Parent or Purchaser in whole or in part at any time and from time to time immediately prior to the expiration of the Offer or prior to the acceptance of the Shares for payment in the case of a condition that depends upon receipt of government regulatory approvals in their sole discretion, in each case, subject to the terms of the Merger Agreement. Parent and Purchaser will terminate the Offer only pursuant to the specified conditions described in the Offer to Purchase. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right.Expiration Date; •

CERTAIN CONDITIONS OF THE OFFER. For the purposes of this Section 15, capitalized terms used but not defined herein will have the meanings set forth in the Merger Agreement. Notwithstanding any other provision of the Offer, the Purchaser shall not be required to accept for payment payment, or, subject to the any applicable rules and regulations of the SECCommission, including Rule 14e-1(c) under the Exchange ActAct (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, any Shares tendered and may postpone the acceptance for payment or, subject to the restriction referred to above, payments for any Shares tendered pursuant to tendered, and may amend or terminate the OfferOffer (whether or not any Shares have theretofore been purchased or paid for) if, if in the sole discretion of the Purchaser, (i) the Merger Agreement shall have been terminated in accordance with its termscondition that at least a majority of the outstanding Shares be validly tendered and not withdrawn prior to the Expiration Date, (ii) as described on the Minimum Condition shall cover page of this Offer to Purchase, has not have been satisfied at any then scheduled prior to or on the Expiration Date; or (iiiii) at any time on or after December 5, 1997 and before the time for payment or acceptance for payment of, purchase or payment for such Shares, any of the following conditions events shall have not been satisfied (or, to the extent legally permissible, waived) at the Expiration Dateoccurred: (a) a. there exists any waiting period (and order or any extension thereof) applicable to the consummation of the Offer under the HSR Act and action or proceeding, by or before any other applicable antitrust law shall have expired court or been terminated; (i) the representations and warranties of Tasty Baking contained in Sections 4.02governmental, 4.03(a), administrative or 4.03(d) of the Merger Agreement, without giving effect to materiality regulatory authority or “Company Material Adverse Effect” qualifications, shall be true and correct in all material respects as of the Expiration Time as though made as of the Expiration Time (except for representations and warranties made as of a specified date, the accuracy of agency which will be determined only as of the specified date), and (ii) all of the remaining representations and warranties of Tasty Baking set forth in Article IV of the Merger Agreement, without giving effect to materiality or “Company Material Adverse Effect” qualifications, shall be true and correct as of the Expiration Time as though made as of the Expiration Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined only as of the specified date), except with respect to this clause (ii), where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Company Material Adverse Effect; (c) Tasty Baking shall have performed or complied with each agreement and covenant to be performed or complied with by it under the Merger Agreement at or prior to the Expiration Time, except for such failures that have not had does or would not reasonably be expected to haveunreasonably delay or burden, individually or in the aggregate, a Company Material Adverse Effect; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order that is in effect and which has the effect 34 Table of Contents of making the Offer, Top-Up Option or Merger illegal or otherwise prohibiting or preventing the consummation of the Offer, Top-Up Option or Merger; (e) since the date of the Merger Agreement, a Company Material Adverse Effect shall not have occurred; (f) Purchaser shall have received a certificate of Tasty Baking, executed by the Chief Executive Officer and the Chief Financial Officer of Tasty Baking, dated as of the Expiration Time, to the effect that the conditions set forth in paragraphs (b) and (c) above have occurred; (g) The board of directors of Tasty Baking shall not have withdrawn or modified (including by amendment of the Schedule 14D-9) in a manner adverse to Purchaser the Company Recommendation; (h) there shall not be pending any Legal Action by a federal or state Governmental Entity challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger; (i) there shall not have occurred or be continuing any Company Insolvency Eventseek to obtain material damages in connection therewith; or (j) there b. any applicable governmental approvals or consents necessary for the consummation of the Offer shall not have been received, including, without limitation, the expiration or termination of any material breach or default by Tasty Baking applicable waiting period under the lease agreement between Liberty Property/Synterra Limited Partnership and Tasty Baking, dated May 8, 2007, as amended, for the property located at 0000 X. 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx, together with any written waivers between the parties thereto concerning the terms thereofHSR Act. The foregoing conditions are for the sole benefit of Parent the Purchaser (and its affiliates) and may be asserted by the Purchaser and regardless of the circumstances (including, without limitation, any action or inaction by the Purchaser) giving rise to any such condition or may be waived by Parent or the Purchaser in whole or in part at any time and from time to time prior to the expiration of the Offer or prior to the acceptance of the Shares for payment in the case of a condition that depends upon receipt of government regulatory approvals in their its sole discretion, in each case, subject to the terms of the Merger Agreement. Parent and Purchaser will terminate the Offer only pursuant to the specified conditions described in the Offer to Purchase. The failure by Parent or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing rightright and may be asserted at any time and from time to time. Any determination by the Purchaser concerning any of the events described in this Section 10 shall be final and binding.