Common use of Conduct of the Offer Clause in Contracts

Conduct of the Offer. (a) Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than 15 Business Days from the date of this Agreement); provided, however, that Merger Subsidiary shall not be required to commence the Offer if: (i) any of the conditions set forth in clauses (a), (b)(i), (b)(ii), (c)(i), (d), (e), (g)(i), (h), (i) and (j) of Exhibit B shall not be satisfied; or (ii) the Company shall not be prepared to file immediately with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”). Table of Contents (b) The obligation of Merger Subsidiary to accept for payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject to the satisfaction or (if permitted) waiver of: (i) the condition (the “Minimum Condition”) that: (A) there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that, together with any shares of Company Common Stock owned by Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Acceptance Time, represents a majority of the Adjusted Outstanding Share Number; and (B) there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, (1) shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, and (2) shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) that represents a majority of the shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time (excluding, from such issued and outstanding shares, shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) (the condition referred to in this clause “(B)” being the “Unaffiliated Tender Condition”); and (ii) the other conditions set forth in Exhibit B (the Minimum Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (1) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (2) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Acceptance Time.

Conduct of the Offer. (a) Merger Subsidiary Acquisition Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than 15 Business Days from and shall use reasonable efforts to commence the date Offer within ten business days after the public announcement of the terms of this Agreement); provided, however, that Merger Subsidiary (i) Acquisition Sub shall not be required to commence the Offer if: (i) if any of the conditions set forth in clauses (a), (b)(i), (b)(ii), (c)(i), “(d), (e), (g)(i), (h), (i) and ,” “(j) ),” “(n),” “(p)” and “(q)” of Exhibit B shall not then be satisfied; or , (ii) if any of the conditions set forth in clauses “(a),” “(b),” “(c),” “(k),” “(l),” “(m)” and “(o)” of Exhibit B shall not then be satisfied, then Acquisition Sub shall not be required to commence the Offer until such time as each of said conditions is satisfied (at which time the Offer shall be commenced unless Acquisition Sub is not then required to commence the Offer by virtue of clause “(i),” clause “(iii)” or clause “(iv)” of this proviso), (iii) Acquisition Sub shall not be required to commence the Offer if an event shall have occurred or a circumstance shall exist that, in the reasonable judgment of Parent, would make any of the conditions set forth in Exhibit B incapable of being satisfied on or prior to the expiration date of the Offer (as it may be extended pursuant to Section 1.1(e)), and (iv) Acquisition Sub shall not be required to commence the Offer if the Company shall not be prepared to file immediately with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-914D-9 (as defined in Section 1.2(c)). (The date on which Merger Subsidiary Acquisition Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date.”). Table of Contents (b) Acquisition Sub may make the All-Cash Election at any time (whether before or after commencement of the Offer), but in no event less than two business days prior to the expiration date of the Offer (as it may be extended pursuant to Section 1.1(e)). To make the All-Cash Election, Acquisition Sub shall cause to be issued a press release disclosing that Acquisition Sub is changing the Offer from an exchange offer to a cash tender offer pursuant to the provisions of this Agreement. Acquisition Sub shall cause a copy of such press release to be provided to the Company promptly after it is issued. Notwithstanding anything to the contrary contained in this Agreement, if Acquisition Sub makes the All-Cash Election, then (i) all obligations of Parent and Acquisition Sub with respect to the Registration Statement (as defined in Section 1.1(g)), with respect to the Preliminary Prospectus (as defined in Section 1.1(g)) and with respect to the Post-Effective Amendment shall terminate and cease to be of any force or effect, and neither Parent nor Acquisition Sub shall have any liability with respect thereto, (ii) all obligations of Parent and Acquisition Sub with respect to the issuance, delivery and listing of shares of Parent Common Stock shall terminate and shall cease to be of any force or effect, and neither Parent nor Acquisition Sub shall have any liability with respect thereto, and (iii) the representations and warranties set forth in Sections 4.2 and 4.3, and the representations and warranties set forth in Section 4.8 (as they relate to the Registration Statement and the Post-Effective Amendment), shall cease to be of any force or effect, and neither Parent nor Acquisition Sub shall have any liability with respect thereto. The All-Cash Election, once made by Acquisition Sub, shall be irrevocable, and thereafter Acquisition Sub will pay only the All-Cash Dollar Amount for each share of Company Common Stock validly tendered and accepted for payment in the Offer, and the Per Share Consideration shall be only the All-Cash Dollar Amount. (c) The obligation of Merger Subsidiary Acquisition Sub to accept for exchange or payment (and the obligation of Parent to cause Acquisition Sub to accept for exchange or payment) shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to (i) the condition (the “Minimum Condition”) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock that, together with any shares of Company Common Stock owned by Parent or Acquisition Sub immediately prior to the acceptance for exchange or payment of shares of Company Common Stock pursuant to the Offer, represents more than 50% of the Adjusted Outstanding Share Number (as defined below) and (ii) the other conditions set forth in Exhibit B. (The Minimum Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions.”) For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of (1) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the acceptance of shares of Company Common Stock for exchange or payment pursuant to the Offer, plus (2) the aggregate number of shares of Company Common Stock issuable upon the exercise of all vested options, warrants and other rights to acquire Company Common Stock that are outstanding immediately prior to the acceptance of shares of Company Common Stock for exchange or payment pursuant to the Offer. (d) Acquisition Sub expressly reserves the right, in its sole discretion, to (i) increase the Per Share Consideration and (ii) waive or make any other changes to the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company: (A) the Minimum Condition may not be amended or waived; (B) except in connection with the All-Cash Election, no change may be made to the Offer that changes the form of consideration to be delivered by Acquisition Sub pursuant to the Offer or decreases any component of the Per Share Consideration; and (C) no change may be made to the Offer that (1) decreases the number of shares of Company Common Stock sought to be purchased by Acquisition Sub in the Offer, (2) imposes conditions to the Offer in addition to the Offer Conditions, or (3) except as provided in Section 1.1(e), extends the expiration date of the Offer beyond the initial expiration date of the Offer. Subject to the terms and conditions of the Offer and this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, (x) accept for exchange or payment all shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer as soon as practicable after Acquisition Sub is permitted to do so under applicable Legal Requirements and (y) deliver the Per Share Consideration in exchange for each share of Company Common Stock accepted for exchange or payment pursuant to the Offer. (e) The Offer shall initially be scheduled to expire 20 business days following the Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8.1: (i) if, on any date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer, on one or more occasions for an additional period of up to 20 business days per extension, to permit such Offer Condition to be satisfied; (ii) Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer from time to time for any period required by any rule or regulation of the SEC applicable to the Offer; (iii) if Acquisition Sub makes the All-Cash Election, then Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer for a period of 10 business days after the date on which materials disclosing that Acquisition Sub has made the All-Cash Election are disseminated to the Company’s stockholders; (iv) if, on any date as of which the Offer is scheduled to expire, the Minimum Condition is satisfied but the sum of the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer and the number of shares of Company Common Stock owned by Parent or Acquisition Sub is less than 90% of the number of shares of Company Common Stock outstanding, then Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer for one additional period of not more than 10 business days; provided, however, that if Acquisition Sub extends the Offer pursuant to this clause “(iv),” thereafter the obligation of Acquisition Sub to accept for exchange or payment, and pay to deliver consideration in exchange for, shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to the satisfaction or (if permitted) waiver of: (i) the condition (the “Minimum Condition”) that: (A) there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that, together with any shares of Company Common Stock owned by Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Acceptance Time, represents a majority of the Adjusted Outstanding Share Number; and (B) there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, (1) shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, and (2) shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) that represents a majority of the shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time (excluding, from such issued and outstanding shares, shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) (the condition referred to in this clause “(B)” being the “Unaffiliated Tender Condition”); and (ii) the other conditions set forth in Exhibit B clauses “(the Minimum Condition e),” “(f)” and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (1) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (2) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Acceptance Time.

Conduct of the Offer. (a) Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than 15 ten (10) Business Days from the date of this Agreement); provided, however, that Merger Subsidiary shall not be required to commence the Offer if: (i) any of the conditions set forth in clauses (a), (b)(i), (b)(ii), (c)(i), (d), (e), (g)(ig), (h), (i) and (ji) of Exhibit B shall not be satisfied; or (ii) the Company shall not be prepared to file immediately with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”). Table of Contents. (b) The obligation of Merger Subsidiary to accept for payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject to the satisfaction or (if permitted) waiver of: (i) the condition (the “Minimum Condition”) that: (A) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that, together with any shares of Company Common Stock owned by Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Acceptance Time, represents a majority of the Adjusted Outstanding Share Number; and (B) there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, (1) shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, and (2) shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) that represents a majority of the shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time (excluding, from such issued and outstanding shares, shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) (the condition referred to in this clause “(B)” being the “Unaffiliated Tender Condition”); and (ii) the other conditions set forth in Exhibit B (the Minimum Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (1) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (2) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Acceptance Time.Company

Conduct of the Offer. (a) Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than 15 twelve (12) Business Days from the date of this Agreement); provided, however, that Merger Subsidiary shall not be required to commence the Offer if: (i) any of the conditions set forth in clauses (a), (b)(ib) (excluding clauses (b)(iii) and (b)(iv), (b)(ii), (c)(i), (d), (e), (g)(ig), (h), (i) and (j) of Exhibit B shall not be satisfied; or (ii) the Company shall not be prepared to file immediately with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”). Table of Contents. (b) The obligation of Merger Subsidiary to accept for payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject to the satisfaction or (if permitted) waiver of: (i) the condition (the “Minimum Condition”) that: (A) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that, together with any shares of Company Common Stock owned by Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Acceptance Time, represents a majority no less than 66 2/3% of the Adjusted Outstanding Share Number; and (B) there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, (1) shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, and (2) shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) that represents a majority of the shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time (excluding, from such issued and outstanding shares, shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) (the condition referred to in this clause “(B)” being the “Unaffiliated Tender Condition”); and (ii) the other conditions set forth in Exhibit B (the Minimum Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (1A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (2B) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all any Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock thatfor which, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or as of immediately prior to the Acceptance Time, (x) a valid election has been made or notice has been given to convert, exchange or exercise, as applicable, such Company Compensatory Awards or such other option, warrant or other right, as applicable, into Company Common Stock in accordance with the terms thereof but (y) such Company Common Stock has not yet been duly issued.

Conduct of the Offer. (a) Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than 15 ten (10) Business Days from the date of this Agreement); provided, however, that Merger Subsidiary shall not be required to commence the Offer if: (i) any of the conditions set forth in clauses (a), (b)(i), (b)(ii), (c)(i), (d), (e), (g)(ig), (h), (i) and (ji) of Exhibit B shall not be satisfied; or (ii) the Company shall not be prepared to file immediately with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”). Table of Contents. (b) The obligation of Merger Subsidiary to accept for payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject to the satisfaction or (if permitted) waiver of: (i) the condition (the “Minimum Condition”) that: (A) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that, together with any shares of Company Common Stock owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Acceptance Time, represents a majority of the Adjusted Outstanding Share Number; and (B) there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, (1) shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, and (2) shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) that represents a majority of the shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time (excluding, from such issued and outstanding shares, shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) (the condition referred to in this clause “(B)” being the “Unaffiliated Tender Condition”); and (ii) the other conditions set forth in Exhibit B (the Minimum Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (1) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (2) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Acceptance Time.B

Conduct of the Offer. (a) Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than 15 ten (10) Business Days from the date of this Agreement); provided, however, that Merger Subsidiary shall not be required to commence the Offer if: (i) any of the conditions set forth in clauses (a), (b)(i), (b)(ii), (c)(i), (d), (e), (g)(ig), (h), (i) and (ji) of Exhibit B shall not be satisfied; or (ii) the Company shall not be prepared to file immediately with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. (The date on which Merger Subsidiary commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”). Table of Contents. (b) The obligation of Merger Subsidiary to accept for payment, and pay for, shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject to the satisfaction or (if permitted) waiver of: (i) the condition (the “Minimum Condition”) that: (A) that there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that, together with any shares of Company Common Stock owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Acceptance Time, represents a majority of the Adjusted Outstanding Share Number; and (B) there shall be validly tendered (and not withdrawn) a number of shares of Company Common Stock (excluding, in such number, (1) shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, and (2) shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) that represents a majority of the shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time (excluding, from such issued and outstanding shares, shares of Company Common Stock beneficially owned by (x) the LJE Parties, (y) Ultimate Parent or its Affiliates or (z) any Executive Officers or directors of the Company or their Affiliates) (the condition referred to in this clause “(B)” being the “Unaffiliated Tender Condition”); and (ii) the other conditions set forth in Exhibit B (the Minimum Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (1) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time; plus (2) an additional number of shares equal to the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all Company Compensatory Awards, and any other options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that, in each case, are outstanding immediately prior to the Acceptance Time and are vested or otherwise exercisable, convertible or exchangeable at or immediately prior to the Acceptance Time.the