Common use of Conditions to Offer Clause in Contracts

Conditions to Offer. Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in the Agreement and any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, Purchaser shall not be required to accept for payment, and shall not be obligated to pay for any validly tendered Shares if (a) the Minimum Condition shall not have been satisfied at any then scheduled Expiration Time, (b) any waiting period or approval under any Required Governmental Approvals applicable to the transactions contemplated by the Agreement has not expired or terminated or been obtained prior to the termination or expiration of the Offer at or prior to any then scheduled Expiration Time (the “HSR Condition”), or (c) any of the following conditions exist or have occurred (and with respect to (i) or (ii) are continuing at the scheduled Expiration Time):

Conditions to Offer. Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in the Agreement and any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment, and shall not be obligated to pay for any validly tendered Shares if (a) the Minimum Condition shall not have been satisfied at any then scheduled Expiration Time, (b) any waiting period or approval (and any extension thereof) under any Required Governmental Approvals the HSR Act applicable to the transactions contemplated by the Agreement has not expired or terminated or been obtained prior to the termination or expiration of the Offer at or prior to any then scheduled Expiration Time (the “HSR Condition”), or (c) any of the following conditions exist or have has occurred (and with respect to (i) or (ii) are is continuing at the scheduled Expiration Time)::

Conditions to Offer. Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in the Agreement and any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, Purchaser Merger Sub shall not be required to accept for payment, and shall not be obligated to pay for any validly tendered Shares if (a) the Minimum Condition shall not have been satisfied at any then scheduled Expiration Time, (b) any waiting period or approval under (including any Required Governmental Approvals extension thereof) applicable to the transactions contemplated by consummation of the Agreement has Transactions under the HSR Act shall not have expired or been terminated or been obtained prior to the termination or expiration of the Offer at or prior to any then scheduled Expiration Time (the “HSR Condition”), or (c) any of the following conditions exist or have occurred (and with respect to (i) or (ii) are shall be continuing at the scheduled Expiration Time)::