Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer or the Agreement, in addition to (and not in limitation of) Subsidiary’s rights pursuant to the Agreement to extend and amend the Offer in accordance with the Agreement, and subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c)) under the Exchange Act relating to Subsidiary’s obligation to pay for or return tendered Shares after termination of the Offer, Subsidiary shall not be required to accept for payment or pay for, and may delay the acceptance for payment of, or, subject to Rule 14e-1(c) of the Exchange Act, the payment for, any tendered Shares not theretofore accepted for payment or paid for, and Subsidiary may amend the Offer (subject to Section 1.1 of the Agreement) if (i) a number of Shares representing at least a majority of the sum of (x) the total number of outstanding Shares plus (y) the total number of Shares issuable upon exercise of outstanding options, warrants, conversion privileges and other similar rights (excluding any Shares issuable pursuant to the Share Option Agreement) shall not have been validly tendered prior to the expiration of the Offer and not withdrawn or otherwise acquired by Parent or any of its affiliates prior to the expiration of the Offer (“Minimum Condition“); or (ii) at any time on or after the date of the Agreement and prior to the time of acceptance of such Shares for payment pursuant to the Offer or the payment therefor, any of the following conditions has occurred and continues to exist through the time of acceptance for payment or payment:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer or the AgreementPurchaser shall not be required to accept for payment or, in addition to (and not in limitation of) Subsidiary’s rights pursuant to the Agreement to extend and amend the Offer in accordance with the Agreement, and subject to any applicable rules and regulations of the SECCommission, including Rule 14e-1(c)) under the Exchange Act (relating to Subsidiary’s Purchaser's obligation to pay for or return tendered Shares Shares, including the Tendered Shares, promptly after termination or withdrawal of the Offer), Subsidiary shall not be required pay for any Shares tendered pursuant to accept for payment or pay forthe Offer, and may delay postpone the acceptance for payment ofpayment, or, subject to Rule 14e-1(c) of the Exchange Actrestriction referred to above, the payment for, Shares tendered pursuant to the Offer, and may terminate the Offer (whether or not any tendered Shares not have theretofore accepted for payment been purchased or paid for, and Subsidiary may amend ) to the Offer (subject to Section 1.1 of extent permitted by the Agreement) , if (i) a number of Shares representing at least a majority of the sum of (x) the total number of outstanding Shares plus (y) the total number of Shares issuable upon exercise of outstanding options, warrants, conversion privileges and other similar rights (excluding any Shares issuable pursuant to the Share Option Agreement) shall not have been validly tendered prior to the expiration of the Offer Offer, the number of Shares validly tendered and not withdrawn or otherwise acquired timely withdrawn, including the Tendered Shares, which, together with any Shares owned by Parent or any of its affiliates prior to the expiration Purchaser, shall not constitute at least 17% of the Offer voting power (“Minimum Condition“determined on a Fully Diluted Basis); , of all the securities of the Company entitled to vote (the "MINIMUM CONDITION"), or (ii) if, at any time on or after the date of the Agreement and prior to the time of acceptance of such Shares for payment pursuant to the Offer or the payment thereforfor any such Shares, any of the following conditions occurs or has occurred and continues to exist (each of paragraphs (a) through (i) providing a separate and independent condition to Purchaser's obligations pursuant to the time of acceptance for payment or payment:Offer):

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer or the Agreement, in addition to (and not in limitation of) Subsidiary’s rights pursuant to the Agreement to extend and amend the Offer in accordance with the Agreement, and subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c)) under the Exchange Act relating to Subsidiary’s obligation to pay for or return tendered Shares after termination of the Offer, Subsidiary shall not be required to accept for payment or pay for, and may delay the acceptance for payment of, or, subject to Rule 14e-1(c) of the Exchange Act, the payment for, any tendered Shares not theretofore accepted for payment or paid for, and Subsidiary may amend the Offer (subject to Section 1.1 of the Agreement) if (i) a number of Shares representing at least a majority of the sum of (x) the total number of outstanding Shares plus (y) the total number of Shares issuable upon exercise of outstanding options, warrants, conversion privileges and other similar rights (excluding any Shares issuable pursuant to the Share Option Agreement) shall not have been validly tendered prior to the expiration of the Offer and not withdrawn or otherwise acquired by Parent or any of its affiliates prior to the expiration of the Offer (“Minimum Condition“”); or (ii) at any time on or after the date of the Agreement and prior to the time of acceptance of such Shares for payment pursuant to the Offer or the payment therefor, any of the following conditions has occurred and continues to exist through the time of acceptance for payment or payment: