Common use of Conditions of the Offer Clause in Contracts

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither Parent nor Merger Sub shall 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Act, pay for any tendered shares of Company Common Stock, if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least a majority of the total number of outstanding shares of Company Common Stock on a fully diluted basis (which assumes conversion or exercise of all derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date (such number of shares, the “Minimum Condition”), (ii) the waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall not have terminated or expired prior to the Expiration Date, (iii) any required approvals of the competent competition authority of any member state of the European Union applicable to the Offer or the Merger under applicable Law shall not have been obtained prior to the Expiration Date or any applicable waiting period thereunder shall not have been terminated or shall not have expired prior to the Expiration Date, (iv) any Materially Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clauses (ii) or (iii), or (v) at any time on or after the date of the Agreement and prior to the Appointment Time, any of the following events shall occur and continue to exist:

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither Parent nor Merger Sub shall 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Act, pay for any tendered shares of Company Common Stock, if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least a majority sixty six and two-thirds percent (662/3%) of the total number of outstanding shares of Company Common Stock on a fully diluted basis (which assumes conversion or exercise of all notes, stock options and other derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date, it being agreed, that Merger Sub may waive such condition only in the event that there shall have been validly tendered and not withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least a majority of the total number of outstanding shares of Company Common Stock on a fully diluted basis on the Expiration Date, (such number of shares, the “Minimum Condition”), (ii) the waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall not have terminated or expired prior to the Expiration Date, (iii) any required approvals of the competent competition authority of any member state of the European Union applicable to the Offer or the Merger under applicable Law shall not have been obtained prior to the Expiration Date or any applicable waiting period thereunder shall not have been terminated or shall not have expired prior to the Expiration Date, (iv) any Materially Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clauses (ii) or (iii), or (vii) at any time on or after the date of the Agreement and prior to the Appointment Time, any of the following events or circumstances shall occur and continue to exist:

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither Parent nor Merger Sub shall 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, pay for any tendered shares of Company Common Stock, if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock that represents at least a majority of the total number of outstanding shares of Company Common Stock on a fully diluted basis (which assumes conversion or exercise of all notes, stock options and other derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date (such number of shares, the “Minimum Condition”), (ii) the waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall not have terminated or expired prior to the Expiration Date, (iii) any required approvals of the competent competition authority of any member state of the European Union applicable to the Offer or the Merger under applicable Law shall not have been obtained prior to the Expiration Date or any applicable waiting period thereunder shall not have been terminated or shall not have expired prior to the Expiration Date, (iv) any Materially Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clauses clause (ii) or (iii), or (viv) at any time on or after the date of the Agreement and prior to the Appointment Time, any of the following events or circumstances shall occur and continue to exist:

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither Parent nor Merger Sub 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) promulgated under the Exchange Act, pay for for, any tendered shares of Company Common Stock, Shares if (i) there shall not be validly tendered (and not properly validly withdrawn prior to the Expiration Date Date) that number of shares Company Shares which, when added to any Common Shares already owned by Parent or any of Company Common Stock that its Subsidiaries, represents at least a majority 65% of the total number of outstanding shares of Company Common Stock Shares on a fully fully-diluted basis (which assumes conversion or exercise of all derivative securities of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date date of purchase (such number of shares, the “Minimum Condition”), (ii) the any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger approval under the HSR Act or under any material applicable foreign antitrust statutes or regulations shall not have expired or been terminated or expired obtained prior to the Expiration Date, (iii) any required approvals of the competent competition authority of any member state of the European Union applicable to the Offer or the Merger under applicable Law shall not have been obtained prior to the Expiration Date or any applicable waiting period thereunder shall not have been terminated or shall not have expired prior to the Expiration Date, (iv) any Materially Burdensome Condition shall have been imposed provided that nothing in connection with obtaining any approvals or terminations described in clauses this clause (ii) shall be deemed to limit Parent’s obligations under Section 6.4(d) of the Merger Agreement, or (iii), or (v) at any time on or after the date of the Merger Agreement and prior to the Appointment Timetime of acceptance for payment for any Company Shares, any of the following events shall occur (and, in case of clauses (a), (b), (c), (f), (g), (h) and, other than with respect to any willful and continue to exist:material breach, (i), be continuing at the scheduled Expiration Date):

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither but subject to the terms of the Agreement, Parent nor Merger Sub and 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) promulgated under the Exchange Act, pay for for, any validly tendered shares of Company Common Stock, if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date for the Offer that number of shares of Company Common Stock that which, when added to any shares of Company Common Stock already owned by Parent or any of its controlled Subsidiaries, represents at least a majority of the sum of (A) the total number of outstanding shares of Company Common Stock on the Expiration Date plus (B) the total number of shares of Company Common Stock that will be issuable at or prior to the Outside Date upon the vesting (including vesting solely as a fully diluted basis (which assumes result of the consummation of the Offer), conversion or exercise of all Company Compensatory Awards and derivative securities, including warrants, options, convertible or exchangeable securities of the Companyor other rights to acquire Company Common Stock, regardless of the conversion or exercise price or other terms and conditions thereof) on the Expiration Date (such number of shares, the “Minimum Condition”), (ii) the any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger clearance, consent or approval under the HSR Act or other Antitrust Laws commercially reasonably required in connection with the transactions contemplated by this Agreement that is required to expire, terminate or be obtained prior to consummation of the Offer, shall not have expired or been terminated or expired been obtained without the imposition of any Burdensome Action prior to the Expiration Date, (iii) any required approvals of the competent competition authority of any member state of the European Union applicable to the Offer or the Merger under applicable Law shall not have been obtained prior to the Expiration Date or any applicable waiting period thereunder shall not have been terminated or shall not have expired prior to the Expiration Date, (iv) any Materially Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clauses (ii) or (iii), or (v) at any time on or after the date of the Agreement and prior to the Appointment Timetime of acceptance for payment for any shares of Company Common Stock pursuant to the Offer, any of the following events shall occur have occurred and continue to existbe continuing on the Expiration Date:

Conditions of the Offer. Notwithstanding any other provisions of the OfferOffer or this Agreement, neither Parent nor Merger Sub 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, pay for any tendered shares of Company Common Stock, Shares if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date expiration of the Offer, as it may be extended in accordance with the terms of Section 1.1, that number of shares of Company Common Stock that Shares which, when added to any Company Common Shares already owned by Farallon, SPG or Parent or any of its controlled Subsidiaries (but excluding any Company Common Shares subject to the Merger Option Agreement or the Xxxxx Option Agreement, except those shares purchased by SPG pursuant to the Xxxxx Option Agreement), represents at least a majority of the total number of outstanding shares of Company Common Stock Shares on a fully diluted basis (which assumes the conversion or exercise of all derivative securities of the Company, or other rights to acquire Company Common Shares regardless of the conversion or exercise price price, the vesting schedule or other terms and conditions thereof) on at the Expiration Date time of the expiration of the Offer (such number of shares, the “Minimum Tender Condition”), (ii) the any waiting period (and any extension thereof) applicable to the consummation of the Offer or the Merger under the HSR Act shall not have terminated expired or expired prior to the Expiration Datebeen terminated, (iii) any required approvals of the competent competition authority of any member state of the European Union applicable to the Offer or the Merger under applicable Law shall not have been obtained prior to the Expiration Date or any applicable waiting period thereunder shall not have been terminated or shall not have expired prior to the Expiration Date, (iv) any Materially Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clauses (ii) or (iii), or (v) at any time on or after the date of the Agreement and prior to the Appointment Timetime of acceptance for payment for any Company Common Shares, any of the following events shall occur and continue to existbe continuing:

Conditions of the Offer. Notwithstanding any other provisions of the Offer, neither Parent nor Merger Sub shall be required to accept for payment or, Offer (subject to the terms and conditions of the Merger Agreement and any applicable rules and regulations of the SECCommission, including Rule 14e-1(c) under the Exchange Act), Subcorp shall not be required to accept for payment or pay for, and may delay the acceptance for payment of, any tendered shares of Company ALARIS Common Stock, if (i) there shall not be validly tendered and not properly withdrawn prior to the Expiration Date that number of shares of Company ALARIS Common Stock (disregarding any shares tendered by any officer or director of ALARIS) that represents at least one share more than the number of shares equal to (A) the ALARIS’ Majority Stockholder’s Shares plus (B) a majority of the total number of then issued and outstanding shares of Company ALARIS Common Stock on a fully diluted basis (which assumes conversion other than (1) ALARIS’ Majority Stockholder’s Shares and (2) shares of ALARIS Common Stock owned beneficially or exercise of all derivative securities record by directors or executive officers of the Company, regardless of the conversion or exercise price or other terms and conditions thereof) ALARIS outstanding on the Expiration Date date of purchase (such number of shares, the “Minimum Condition”)), (ii) the any applicable waiting period (and any extension thereof) applicable to the Offer or the Merger under the HSR Act shall not have expired or been terminated or expired prior to the Expiration Date, (iii) any required approvals of the competent competition authority of any member state of the European Union applicable to the Offer or the Merger under applicable Law shall not have been obtained prior to the Expiration Date or any other required waiting periods, material clearances or approvals of any Governmental Authority applicable waiting period thereunder to the Offer, the Merger or the transactions contemplated hereby under any Applicable Laws shall not have expired, been terminated obtained or shall not have expired prior to been terminated, as the Expiration Datecase may be, (iv) any Materially Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clauses (ii) or (iii), or (v) at any time on or after the date of the Merger Agreement and prior to the Appointment Time, any of the following events conditions shall occur have occurred and continue continued to exist: