Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. Notwithstanding any other terms or provisions of the Offer or the Merger Agreement, Merger Sub shall not be required to accept for payment, or, subject to any applicable rules and regulations of the SEC, including Exchange Act Rule 14e-1(c), to pay for any shares of Company Common Stock validly tendered (and not subsequently withdrawn) pursuant to the Offer if:

CONDITIONS TO THE OFFER. Notwithstanding any other terms or provisions provision of the Offer this Agreement or the Merger AgreementOffer, Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment, payment or, subject to any applicable rules and regulations of the SEC, including Exchange Act Rule 14e-1(c)) under the Exchange Act, to pay for any shares of Company Common Stock validly tendered (and not subsequently withdrawn) properly withdrawn pursuant to and prior to the expiration of the Offer ifunless each of the following conditions shall have been satisfied:

CONDITIONS TO THE OFFER. Notwithstanding any other terms or provisions term of the Offer or but subject to the terms set forth in the Merger Agreement, Merger Sub shall not be required to accept for payment, payment or, subject to any applicable rules and regulations of the SEC, including Exchange Act Rule 14e-1(c14e-l(c) (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any shares of Company Common Stock validly Shares tendered (and not subsequently withdrawn) pursuant to the Offer Offer, if and only if:

CONDITIONS TO THE OFFER. Notwithstanding any other terms or provisions provision of the Offer or Offer, but subject to the terms of the Merger AgreementAgreement (as defined below), Merger Sub shall not be required pursuant to Section 2.1(e) of the Merger Agreement or otherwise to accept for payment, payment or, subject to any applicable rules and regulations of the SEC, including Rule 14I(c) under the Exchange Act Rule 14e-1(c)Act, pay for, and may delay the acceptance for payment of, or (subject to pay for any shares such rules and regulations) the payment for, any tendered Shares unless all of Company Common Stock validly tendered (and not subsequently withdrawn) pursuant to the Offer iffollowing conditions have been satisfied:

CONDITIONS TO THE OFFER. Notwithstanding any other terms or provisions of the Offer and in addition to Merger Sub’s rights to extend, amend or terminate the Merger AgreementOffer in accordance with the provisions of the Agreement and applicable Law, neither Parent nor Merger Sub shall not be required to accept for payment, payment or, subject to any applicable rules and regulations of the SEC, including Exchange Act Rule 14e-1(c)) under the Exchange Act, to pay for any tendered shares of Company Common Stock validly tendered (and not subsequently withdrawn) pursuant to the Offer ifStock, unless:

CONDITIONS TO THE OFFER. Notwithstanding any other terms or provisions of the Offer or the Merger Agreement, Merger Sub shall not be required to accept for payment, or, subject to any applicable rules and regulations of the SEC, including Exchange Act Rule 14e-1(c), to pay for any shares of Company Common Stock validly tendered (and not subsequently and validly withdrawn) pursuant to the Offer if:

CONDITIONS TO THE OFFER. Notwithstanding any other terms or provisions of the Offer or the Merger Agreement, Merger Sub shall not be required to accept for payment, or, subject to any applicable rules and regulations of the SEC, including Exchange Act Rule 14e-1(c14e‑1(c), to pay for any shares of Company Common Stock validly tendered (and not subsequently and validly withdrawn) pursuant to the Offer if: