Common use of Commencement of the Offer Clause in Contracts

Commencement of the Offer. As promptly as practicable but in no event later than ten business days (as defined in Rule 14d-1(g)(3) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), after the date of this Agreement, Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act), the Offer within the meaning of the applicable rules and regulations of the SEC. The obligations of Purchaser to accept for payment, and pay for, the Shares tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). The Offer may not be terminated prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 7.1. Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company in its reasonable discretion, Purchaser shall not (i) reduce the number of Shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A, (iv) except as otherwise provided in this Section 1.1, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend, waive or modify the Minimum Condition or (vii) otherwise amend, waive or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, if at the initially scheduled or any extended expiration date of the Offer, any of the conditions to the Offer set forth in Exhibit A (other than any conditions which by their nature are to be satisfied at the closing of the Offer) are not satisfied or, if permitted, waived, Purchaser shall extend the Offer in increments of not more than ten business days each until such time as such conditions are satisfied or waived; provided that Purchaser shall not be required to extend the Offer beyond the Outside Date (as defined in Section 7.1(b)(i)).

Commencement of the Offer. As promptly as practicable but in no event later than ten business days (as defined in Rule 14d-1(g)(3) promulgated by Subject to the United States Securities terms and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934conditions hereof, as amended (the “Exchange Act”)), within 10 Business Days after the date of this AgreementAgreement Date, Purchaser Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act), ) the Offer within Offer; provided that the meaning Company agrees that no shares of Company Common Stock owned by the applicable rules and regulations of Company or any Subsidiary will be tendered pursuant to the SECOffer. The obligations of Purchaser Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, the Shares any shares of Company Common Stock tendered pursuant to the Offer are subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). The Offer may not be terminated prior to its scheduled expiration A (as such expiration they may be extended or re-extended amended from time to time in accordance with this Agreement, collectively, the “Offer Conditions”), unless this Agreement is terminated in accordance with Section 7.1. Purchaser Merger Sub expressly reserves the right to waive right, at any condition to the time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided that, except thatas otherwise permitted herein, without the prior written consent of the Company in its reasonable discretionCompany, Purchaser Merger Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer PricePrice or change the form of consideration payable pursuant to the Offer, (iii) modify or waive the Minimum Tender Condition, (iv) extend the Expiration Date or provide a “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act, (v) add to the conditions set forth in Exhibit A or modify amend any condition of the conditions set forth in Exhibit AA in a manner adverse to the holders of Company Common Stock (including, (ivfor the avoidance of doubt, to make any condition to the Offer more onerous) except as otherwise provided in this Section 1.1, extend the Offer, (v) change the form of consideration payable in the Offer, or (vi) amend, waive otherwise amend or modify the Minimum Condition or (vii) otherwise amend, waive or modify supplement any term of the Offer in any a manner adverse to the holders of Company Common Stock. Notwithstanding the foregoingParent and Merger Sub shall, Purchaser mayand each of Parent and Merger Sub shall ensure that all of their respective controlled Affiliates shall, without the consent tender any shares of the Company, extend the Offer for any period required Company Common Stock held by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to them into the Offer. In addition, if at the initially scheduled or any extended expiration date of the Offer, any of the conditions to the Offer set forth in Exhibit A (other than any conditions which by their nature are to be satisfied at the closing of the Offer) are not satisfied or, if permitted, waived, Purchaser shall extend the Offer in increments of not more than ten business days each until such time as such conditions are satisfied or waived; provided that Purchaser shall not be required to extend the Offer beyond the Outside Date (as defined in Section 7.1(b)(i)).

Commencement of the Offer. As promptly as practicable but in no event later than ten business days (as defined in Rule 14d-1(g)(3) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), after the date of this Agreement, Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act), the Offer within the meaning of the applicable rules and regulations of the SEC. The obligations of Purchaser to accept for payment, and pay for, the Shares any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). The Offer may not be terminated prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 7.1. Purchaser expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company in its reasonable discretionCompany, Purchaser shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit AA in a manner adverse to the holders of Company Common Stock, (iv) except as otherwise provided in this Section 1.1, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend, waive or modify the Minimum Condition Condition, or (vii) otherwise amend, waive or modify amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, if at the initially scheduled or any extended expiration date of the Offer, any of the conditions to the Offer set forth in Exhibit A (other than any conditions which by their nature are to be satisfied at the closing of the Offer) are not satisfied or, if permitted, waived, Purchaser shall extend the Offer in increments of not more than ten business days each until such time as such conditions are satisfied or waived; provided that Purchaser shall not be required to extend the Offer beyond the Outside Date (as defined in Section 7.1(b)(i)).

Commencement of the Offer. As promptly as practicable but in no event later than ten business days (as defined in Rule 14d-1(g)(3) promulgated by Subject to the United States Securities terms and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934conditions hereof, as amended (the “Exchange Act”)), within 15 Business Days after the date of this AgreementAgreement Date, Purchaser Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act), ) the Offer within the meaning of the applicable rules and regulations of the SECOffer. The obligations of Purchaser Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, the any Shares validly tendered pursuant to the Offer are subject only to the satisfaction or waiver by Parent or Merger Sub (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). The Offer may not be terminated prior to its scheduled expiration B (as such expiration they may be extended or re-extended amended from time to time in accordance with this Agreement, collectively, the “Offer Conditions”), unless this Agreement is terminated in accordance with Section 7.1. Purchaser Merger Sub expressly reserves the right right, at any time, to waive waive, in whole or in part, any condition to the Offer Condition or modify the terms of the Offer; provided that, except thatas otherwise permitted under this Agreement, without the prior written consent of the Company in its reasonable discretionCompany, Purchaser Merger Sub shall not (i) reduce the number of Shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) add to the conditions set forth in Exhibit A Price or modify any condition set forth in Exhibit A, (iv) except as otherwise provided in this Section 1.1, extend the Offer, (v) change the form of consideration payable in pursuant to the Offer, (viiii) amendmodify or waive the Minimum Tender Condition, waive the Regulatory Condition, the Termination Condition or the Restraint Condition, (iv) add to the Offer Conditions or (v) otherwise modify the Minimum Condition Offer, including any Offer Condition, in a manner that adversely affects, or (vii) otherwise amendwould reasonably be expected to adversely affect, waive the Company or modify the Offer Company Stockholders or in any manner adverse to that delays or interferes with, hinders or impairs the holders of Company Common Stock. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, if at the initially scheduled or any extended expiration date consummation of the Offer, any of the conditions to the Offer set forth in Exhibit A (other than any conditions which by their nature are to be satisfied at the closing of the Offer) are not satisfied or, if permitted, waived, Purchaser shall extend the Offer in increments of not more than ten business days each until such time as such conditions are satisfied or waived; provided that Purchaser shall not be required to extend the Offer beyond the Outside Date (as defined in Section 7.1(b)(i)).

Commencement of the Offer. As promptly Subject to the terms and conditions of this Agreement, as practicable but soon as practicable, and in no event later than any case within ten business days (as defined in 10) Business Days, following the date hereof, Merger Sub shall, and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-1(g)(3) promulgated by the United States Securities and Exchange Commission (the “SEC”) 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)), after the date of this Agreement, Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act), the Offer within Offer; provided, that the meaning Company agrees that no shares of Company Common Stock owned by the applicable rules and regulations of Company or any Company Subsidiary will be tendered pursuant to the SECOffer. The obligations of Purchaser Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay or cause to be paid for, the Shares any shares of Company Common Stock tendered pursuant to the Offer are subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). The Offer may not be terminated prior to its scheduled expiration A (as such expiration they may be extended or re-extended amended in accordance with this Agreement, the “Offer Conditions”), unless this Agreement is terminated in accordance with Section 7.1. Purchaser Merger Sub expressly reserves the right to waive right, at any condition to the time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, except however, that, without the prior written consent of the Company in its reasonable discretionCompany, Purchaser Merger Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer PricePrice or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any condition set forth Offer Condition in Exhibit A, a manner adverse to any holders of Company Common Stock (ivother than Parent and its Subsidiaries) except as otherwise provided in this Section 1.1, extend the Offer, or (v) change the form of consideration payable in the Offer, (vi) amend, waive or modify the Minimum Condition or (vii) otherwise amend, waive or modify amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, if at the initially scheduled or any extended expiration date of the Offer, any of the conditions to the Offer set forth in Exhibit A Stock (other than any conditions which by their nature are to be satisfied at the closing of the OfferParent and its Subsidiaries) are not satisfied or, if permitted, waived, Purchaser shall extend the Offer other than in increments of not more than ten business days each until such time as such conditions are satisfied or waived; provided that Purchaser shall not be required to extend the Offer beyond the Outside Date (as defined in Section 7.1(b)(i))immaterial respects.