Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, 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 any validly tendered Shares and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) any waiting period under the HSR Act applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made at or prior to the Expiration Date or (d) any of the following events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment 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 validly tendered Shares and may delay the acceptance for payment of orof, subject to the restrictions referred to above, and the payment for, any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) any waiting period under the HSR Act applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made at or prior to the Expiration Date or (dc) any of the following events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date:Date (provided, however, that, for the avoidance of doubt, following the delivery to Parent and the Purchaser of an Extension Officers’ Certificate after the receipt by the Company of a Diamond Extension Notice, the conditions in paragraphs (c)(ii) and (c)(iv) of this Annex I shall be deemed to have been satisfied to the extent so provided in Section 1.1(e) of the Merger Agreement):

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment orexchange, subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay for any validly tendered Shares and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment forexchange, any validly tendered Shares, if (a) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) any waiting period under the HSR Act applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals Approval shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made at or prior to the Expiration Date Date, (c) the Registration Statement shall not have been declared effective by the SEC under the Securities Act or a stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC or a proceeding for that purpose shall have been initiated by the SEC and not concluded or withdrawn, (d) the shares of Parent Common Stock to be issued in exchange for Shares pursuant to the Offer and in the Merger shall not have been authorized for listing on NASDAQ or (de) any of the following events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date:

CONDITIONS TO THE OFFER. Notwithstanding any other provisions of the Offer and in addition Offer, but subject to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions terms and conditions of the Merger that certain Agreement and applicable LawPlan of Merger, dated as of April 28, 2013 (the “Agreement”), by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Xxxxxx Acquisition Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Conceptus, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange ActAct (relating to the obligation of Purchaser to pay for or return Shares tendered in the Offer promptly after termination or withdrawal of the Offer)), pay for any validly Shares tendered Shares and may delay in the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly tendered Shares, Offer if (ai) the Minimum Condition shall not have been satisfied at the Expiration Date, ; (bii) any the waiting period under the HSR Act applicable to the transactions contemplated by the Merger Agreement has shall not have expired or been terminated at or prior to the Expiration Date (the “HSR Condition”), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made at or prior to the Expiration Date Date; or (diii) any of the following events, conditions, state of facts or developments exists conditions shall exist or has occurred and is continuing at the Expiration Date: