Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, and pay for, Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) )” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement) or amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. 9:00 a.m. Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(h)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may (i) terminate the Offer: (iA) upon termination of the this Agreement; and (iiB) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c)) of or (ii) amend the Offer as otherwise permitted by this Agreement), if: (A1) the Minimum Condition, Condition and the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after following 11:59 p.m. p.m., Eastern Time Time, on the Expiration DateDate of the Offer; or (B2) any of the additional conditions set forth in clauses (b) through (h) below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Company Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer and in addition to Purchaser’s rights to extend, amend or terminate the Agreement to Offer in accordance with the contraryprovisions of the Agreement, 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Company Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c1.01(c) of the this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after as of 11:59 p.m. Eastern Time on the Expiration DateDate of the Offer; or (B) any of the additional other following conditions set forth below shall not be satisfied or (other than in the case of the conditions (d), (g) and (h) below) waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer, subject to the rights and obligations of Purchaser to extend and/or amend the Offer in accordance with the terms and conditions of the Agreement, is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) )” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any validly tendered (and not validly withdrawn) Shares, and, to the extent expressly permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c1.1(d)(vi) of the this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (gas defined below) shall not be satisfied by one minute after 11:59 p.m. 12:01 a.m., Eastern Time on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(h)” below shall not be satisfied or waived in writing by ParentParent as of 12:01 a.m. Eastern Time on the Expiration Date of the Offer:

CONDITIONS TO THE OFFER. The capitalized terms used herein have the meanings set forth in the Agreement and Plan of Merger to which this Annex I is attached. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) i)” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any validly tendered Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement, if as of the Agreement)Offer Expiration Time, ifon the Expiration Date of the Offer: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth in clauses “(b)” through “(i)” below shall not be satisfied or waived in writing by Parent:):

CONDITIONS TO THE OFFER. The capitalized terms used herein have the meanings set forth in the Agreement and Plan of Merger to which this Annex I is attached. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) )” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any validly tendered Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement) or amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after following 11:59 p.m. p.m., Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(h)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon valid termination of the AgreementAgreement in accordance with its terms; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e), (g) and (gh) below shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) i)” below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may (i) terminate the Offer: (iA) upon termination of the this Agreement; and (iiB) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c)) of or (ii) amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after following 11:59 p.m. p.m., Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(i)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) j)” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement) or amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. 12:01 a.m., Eastern Time on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(h)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement and Plan of Merger to which this Annex I is attached (the “Agreement”) unless specifically defined in this Annex I. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c2.1(c) of the Agreement)) or amend the Offer as otherwise permitted by the Agreement, if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one (1) minute after following 11:59 p.m. Eastern Time on the Expiration Date; Date of the Offer or (B) any of the additional conditions set forth in clauses (b) through (h) below shall not be satisfied or waived (to the extent permitted by the Agreement and applicable Law) in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) i)” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement) or amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. midnight Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(i)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (hi) below. of this Annex I. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: Offer (i) upon termination of the Agreement; Agreement and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: if (A) the Minimum Condition, the Termination Condition and the conditions set forth in clauses (e), (g) and (gh) of this Annex I shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the scheduled Expiration Date; Date or (B) any of the additional conditions set forth below shall not be satisfied or waived (to the extent permitted by applicable Legal Requirement) in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) )” below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any validly tendered (and not validly withdrawn) Shares, and, to the extent permitted by the this Agreement, may (i) terminate the Offer: (iA) upon termination of the this Agreement; and (iiB) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement) or (ii) amend the Offer as otherwise permitted by this Agreement), if: (Ax) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after 11:59 p.m. Eastern Time following the scheduled expiration time of the Offer on the applicable Expiration Date; or (By) any of the additional conditions set forth in clauses “(b)” through “(h)” below shall not be satisfied or waived in writing by ParentParent as of one minute following the scheduled expiration time of the Offer on the applicable Expiration Date:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) )” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any validly tendered Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement) or amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. 12:01 a.m., Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(h)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser Merger Sub to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (hg) below. Accordingly, notwithstanding any other provision of the Offer Agreement or the Agreement Offer to the contrary, Purchaser but subject to Merger Sub’s right and obligation to extend the Offer pursuant to the terms of the Agreement, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may (i) terminate the Offer: (iA) upon termination of the this Agreement; and (iiB) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c)) of or (ii) amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after following 11:59 p.m. p.m., Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses (b) through (g) below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding Notwithstanding any other provision of the Offer or the Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon valid termination of the AgreementAgreement in accordance with its terms; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) if any of the additional conditions set forth below shall not be satisfied or waived in writing by ParentParent and Purchaser (to the extent waivable by Parent and Purchaser) by one minute after 11:59 p.m. Eastern Time on the Expiration Date:

CONDITIONS TO THE OFFER. The capitalized terms used in this Annex I shall have the meanings set forth in the Agreement and Plan of Merger to which this Annex I is attached (the “Agreement”) unless specifically defined in this Annex I. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may (i) terminate the Offer: (iA) upon termination of the Agreement; and (iiB) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c2.1(c) of the Agreement)) or (ii) amend the Offer as otherwise permitted by the Agreement, if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after following 11:59 p.m. p.m., Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses (b) through (h) below shall not be satisfied or waived (to the extent permitted by applicable Law) in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) g)” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement) or amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after following 11:59 p.m. p.m., Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(g)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may (i) terminate the Offer: (iA) upon termination of the this Agreement; and (iiB) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c)) of or (ii) amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after following 11:59 p.m. p.m., Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses (b) through (i) below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (hg) below. of this Annex I. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: Offer (i) upon termination of the Agreement; Agreement and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: if (A) the Minimum Condition, the Termination Condition and the conditions set forth in clauses clause (ef) and (g) of this Annex I shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the scheduled Expiration Date; Date or (B) any of the additional conditions set forth below shall not be satisfied or waived (to the extent permitted by applicable Legal Requirement) in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. of this Annex I. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: Offer (i) upon termination of the Agreement; Agreement and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: if (A) the Minimum Condition, the Termination Condition and the conditions set forth in clauses clause (ef) and (g) of this Annex I shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the scheduled Expiration Date; Date or (B) any of the additional conditions set forth below shall not be satisfied or waived (to the extent permitted by applicable Law) in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) i)” below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any validly tendered (and not validly withdrawn) Shares, and, to the extent permitted by the this Agreement, may (i) terminate the Offer: (iA) upon termination of the this Agreement; and (iiB) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement) or (ii) amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after following 11:59 p.m. Eastern Time on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(h)” below shall not be satisfied or waived in writing by ParentPurchaser as of one minute following 11:59 p.m. Eastern Time on the Expiration Date of the Offer:

CONDITIONS TO THE OFFER. The obligation of Purchaser Merger Sub to accept for payment, payment and pay for, Shares for shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (hg) below. Accordingly, notwithstanding any other provision of the Offer Agreement or the Agreement Offer to the contrary, Purchaser but subject to Merger Sub’s right and obligation to extend the Offer pursuant to the terms of the Agreement, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Sharesshares of Company Common Stock, and, to the extent permitted by the this Agreement, may (i) terminate the Offer: (iA) upon termination of the this Agreement; and (iiB) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c2.1(c)) of or (ii) amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one minute after following 11:59 p.m. Eastern Time on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses (b) through (i) below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) )” below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c)) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(i)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Company Shares validly tendered (and not validly withdrawn) pursuant to the Offer, subject to the rights and obligations of Purchaser to extend and/or amend the Offer in accordance with the terms and conditions of the Agreement, is subject to the satisfaction of the conditions set forth in clauses “(a) i)” through “(h) viii)” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any validly tendered (and not validly withdrawn) Company Shares, and, to the extent permitted by the this Agreement, may (x) terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of this Agreement) or (y) amend the Offer as otherwise permitted by this Agreement, if (in the case of (x) or (y), if: ): (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (gas defined below) shall not be satisfied by as of one minute after following 11:59 p.m. Eastern Time on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(ii)” through “(viii)” below shall not be satisfied or waived in writing by ParentParent as of one minute following 11:59 p.m. Eastern Time on the Expiration Date of the Offer:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly properly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) g)” below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement)) or amend the Offer as otherwise permitted by the Agreement, if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by as of one (1) minute after following 11:59 p.m. p.m., Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(h)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser Merger Sub to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses “(a) )” through “(h) )” below. Accordingly, notwithstanding any other provision of the Offer or the this Agreement to the contrary, Purchaser 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the this Agreement, may terminate the Offer: (i) upon termination of the this Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c1.1(d) of this Agreement) or amend the Offer as otherwise permitted by this Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. 12:00 midnight, Eastern Time Time, on the Expiration DateDate of the Offer; or (B) any of the additional conditions set forth in clauses “(b)” through “(h)” below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser Merger Sub to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (hg) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and the conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by ParentXxxxxx:

CONDITIONS TO THE OFFER. The obligation of Purchaser to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:

CONDITIONS TO THE OFFER. The obligation of Purchaser Merger Sub to accept for payment, payment and pay for, for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser 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) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and the conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by ParentXxxxxx: