Common use of CERTAIN CONDITIONS OF THE OFFER Clause in Contracts

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, but subject to the terms of the Merger Agreement, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulation of the SEC, pay for any Shares, and may terminate the Offer (i) if by the expiration of the Offer (or, if extended, by the expiration of the Offer, as so extended) a number of Shares which together with any Shares owned by Parent, Merger Sub and the Parent Companies, constitutes more than 50% of the outstanding Shares (on a fully-diluted basis) at the expiration of Offer (the "Minimum Conditions") shall not have been validly tendered pursuant to the Offer and not properly withdrawn, (ii) if all applicable waiting periods under the HSR Act shall not have expired or been terminated or (iii) if on or after April 30, 1999, and at any time prior to acceptance for payment for any such Shares, any of the following events shall occur; provided that in each such case Merger Sub shall not be permitted to terminate the Offer (except pursuant to paragraph (g) below) if prior to the then scheduled expiration of the Offer the Offer shall have been extended:

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision provisions of the Offer, but and in addition to (and not in limitation of) Purchaser's rights to extend and amend the Offer at any time in its sole discretion (subject to the terms provisions of the Merger Agreement), Merger Sub Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulation regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser's obligation to pay for any Sharesor return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may terminate delay the Offer (i) if by the expiration acceptance for payment of the Offer (or, if extendedsubject to the restriction referred to above, by the expiration payment for, any validly tendered Shares unless the Minimum Condition shall have been satisfied. Furthermore, notwithstanding any other provisions of the Offer, as so extended) a number of Purchaser shall not be required to accept for payment or pay for any validly tendered Shares which together with any Shares owned by Parentif, Merger Sub and the Parent Companies, constitutes more than 50% of the outstanding Shares (on a fully-diluted basis) at the expiration of Offer scheduled Expiration Date (the "Minimum Conditions"i) shall not have been validly tendered pursuant to the Offer and not properly withdrawn, (ii) if all any applicable waiting periods under the HSR Act shall and any comparable provisions under any applicable pre-merger notification laws or regulations of foreign jurisdictions have not have expired or been terminated prior to termination of the Offer, or (iiiii) if on or after April 30, 1999, and at any time immediately prior to acceptance for payment for any such Sharesthe expiration of the Offer, any of the following events conditions shall occur; provided that exist (capitalized terms used herein and not otherwise defined have the meanings ascribed to them in each such case the Merger Sub shall not be permitted to terminate the Offer (except pursuant to paragraph (g) below) if prior to the then scheduled expiration of the Offer the Offer shall have been extended:Agreement):

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the Offer, but subject to the terms of the Merger Agreement, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulation of the SEC, pay for any Shares, and may terminate or amend (subject to the last sentence of Section 1.1 of this Agreement) the Offer (i) if by prior to the expiration of the Offer (or, if extended, by the expiration of the Offer, as so extended) a number of Shares which together with any Shares owned by Parent, Merger Sub and the Parent Companies, constitutes more than 50% of the outstanding Shares (on a fully-diluted basis) at the expiration of Offer (the "Minimum Conditions") shall not have been validly tendered pursuant to the Offer and not properly withdrawn, (ii) if all applicable waiting periods under the HSR Act or the Exon-Florxx Xxxndment shall not have expired or been terminated terminated, or (iii) if on or after April 30, 1999, and at any time prior to acceptance for payment for any such Shares, any of the following events shall occur; provided that in each such case Merger Sub shall not be permitted to terminate the Offer (except pursuant to paragraph (e)(ii), e(iii) or (g) below) if prior to the then scheduled expiration of the Offer the Offer shall have been extended:

CERTAIN CONDITIONS OF THE OFFER. CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to the terms of the Merger Agreement, Merger Sub shall Purchaser will not be required to accept for payment or, subject to any applicable rules and regulation regulations of the SECCommission, including Rule 14e-1(c) promulgated 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 Sharesfor, and (subject to any such rules or regulations) may delay the acceptance for payment of any tendered Shares and (except as provided in the Merger Agreement) amend or terminate the Offer (whether or not any Shares have theretofore been purchased or paid for pursuant to the Offer) (A) unless the following conditions shall have been satisfied: (i) if by the expiration of Minimum Condition and (ii) any applicable waiting period under the Offer (or, if extended, by HSR Act shall have expired or been terminated prior to the expiration of the Offer, as so extended) a number of Shares which together with any Shares owned by Parent, Merger Sub and the Parent Companies, constitutes more than 50% of the outstanding Shares or (on a fully-diluted basis) at the expiration of Offer (the "Minimum Conditions") shall not have been validly tendered pursuant to the Offer and not properly withdrawn, (iiB) if all applicable waiting periods under the HSR Act shall not have expired or been terminated or (iii) if at any time on or after April 30, 1999, the date of the Merger Agreement and at any time prior to the time of acceptance of Shares for payment for any such Shares, or payment therefor any of the following events shall occur; provided that in each such case Merger Sub shall not be permitted to terminate the Offer (except pursuant to paragraph (g) below) if prior to the then scheduled expiration of the Offer the Offer shall have been extendedconditions exists: