Common use of Determination of Validity Clause in Contracts

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of, or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the Depositary, the Information Agent, the Company or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, the Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares BACs will be determined by the Purchaser, in its sole discretion, which whose determination will shall be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form form, or the acceptance for payment of, of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares BACs of any particular shareholder, BACs holder whether or not similar defects or irregularities are waived in the case of other shareholdersBACs holders. No tender of Shares will be deemed Assignee Status. Assignees must provide documentation to have been validly made until all defects or irregularities relating thereto have been cured or waived. None the Purchaser which demonstrates, to the satisfaction of the Purchaser, Parent, the Depositary, the Information Agent, the Company or any other person will be under any duty to give notification such person's status as an assignee of any defects or irregularities in tenders or incur any liability for failure to give any such notificationa BAC. Subject to the terms of the Merger Agreement, the The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of BACs will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of the Purchaser, any of its affiliates or assigns, if any, or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above will constitute a binding agreement between the tendering BACs holder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, which whose determination will shall be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of, of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of any particular shareholder, stockholder whether or not similar defects or irregularities are waived in the case of other shareholdersstockholders. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waived. None of the Purchaser, Parentany of its affiliates or assigns, if any, the Depositary, the Information Agent, the Company Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject Other Requirements. A tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's representation and warranty that (a) such stockholder owns the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, (b) the tender of such Shares complies with Rule 14e-4, and (c) such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. The Purchaser's acceptance for payment of Shares tendered pursuant to the terms of Offer will constitute a binding agreement between the Merger Agreement, tendering stockholder and the Purchaser's interpretation of Purchaser upon the terms and subject to the conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingOffer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser, Offeror (which may delegate such power in whole or in part to the Depositary and Paying Agent) in its sole reasonable discretion, which determination will be final and bindingbinding absent a finding to the contrary by a court of competent jurisdiction. The Purchaser Offeror reserves the absolute right to reject any or and all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of, of or payment for which may, in the opinion of the Purchaser's counselOfferor, be unlawful. The Purchaser Offeror also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares of any particular shareholder, stockholder whether or not similar defects or irregularities are waived in the case of any other shareholdersstockholder. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the DepositaryOfferor or any of their respective affiliates or assigns, the Depositary and Paying Agent, the Information Agent, the Company Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, the PurchaserThe Offeror's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretoInstructions thereto and any other documents related to the Offer) will be final and bindingbinding absent a finding to the contrary by a court of competent jurisdiction. No alternative, conditional or contingent tenders will be accepted. The purchase of Shares is generally subject to information reporting by the Depositary (as the payor) to the applicable tax authorities. See Section 5—"Certain U.S. Federal Income Tax Consequences."

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser, Purchaser in its sole and absolute discretion, which determination will be final and binding, subject to the rights of the tendering holders of Shares to challenge Purchaser’s determination in a court of competent jurisdiction. The Purchaser reserves the absolute right to reject any or and all tenders of any Shares determined by it Purchaser not to be in proper form or the acceptance for payment of, of or payment for which may, in the opinion of the Purchaser's counsel’s opinion, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any TABLE OF CONTENTS​ defect or irregularity in the tender of any Shares of any particular shareholder, stockholder whether or not similar defects or irregularities are waived in the case of any other shareholdersstockholder. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waived. None of the PurchaserParent, ParentPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Company or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, the Purchaser's ’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretothereto and any other documents related to the Offer) will be final and binding, subject to the rights of the tendering holders of Shares to challenge Purchaser’s determination in a court of competent jurisdiction.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will Shares, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any Share certificates, shall be determined resolved by the Purchaser, in its sole reasonable discretion, which whose determination will shall be final and binding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders of any Shares determined by it not to be in proper or complete form or the acceptance for payment of, or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any irregularities or conditions, and Purchaser’s interpretation of the conditions of Offer, the Offer to Purchase, the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery (including the determination of whether any tender is complete and proper) shall be final and binding. Notwithstanding the foregoing, stockholders of Science 37 may challenge a determination made by Xxxxxxxxx in a court of competent jurisdiction and a final, non-appealable order or any defect or irregularity in the tender judgment of any Shares a court of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholderscompetent jurisdiction will be final and binding on all parties. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the Depositary, the Information Agent, the Company Science 37 or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger AgreementNo alternative, the Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) conditional or contingent tenders will be final accepted and bindingno fractional Shares will be purchased.

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, which determination will be final and bindingbinding on all parties. The Purchaser reserves the absolute right right, subject to the terms of the Merger Agreement and applicable law, to reject any or all tenders of any Shares determined by it Purchaser not to be in proper form or the acceptance for payment of, of or payment for which may, in the opinion of the Purchaser's ’s counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject right to the provisions 7 Table of the Merger Agreement, to Contents waive any of the conditions of the Offer Offer, except the Minimum Condition and the conditions set forth in subclauses (ii)(a) and (b) of Section 14 — “Conditions of the Offer” (which waiver requires Portec’s prior written consent) or any defect or irregularity in the any tender of any Shares of any particular Portec shareholder, whether or not similar defects or irregularities are waived in the case of other Portec shareholders. Purchaser’s interpretation of the terms and conditions of the Offer will be final and binding. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto with respect to the tender have been cured or waivedwaived by Purchaser. None of the PurchaserX.X. Xxxxxx, ParentPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Company Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, the Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser, Purchaser in its sole and absolute discretion, which determination will shall be final and bindingbinding on all parties, subject to the right of any such party to dispute such determination in a court of competent jurisdiction. The Purchaser reserves the absolute right to reject any or and all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of, of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares of any particular shareholder, stockholder whether or not similar defects or irregularities are waived in the case of any other shareholdersstockholder. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waived. None of the Nestlé, Purchaser, Parent, the Depositary, the Information AgentAgent or any of their respective affiliates or assigns, the Company or any other person will be under any duty to give notification of any defects or irregularities in tenders tenders, or waiver of such defects or irregularities, or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, the Purchaser's ’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretoInstructions thereto and any other documents related to the Offer) will shall be final and bindingbinding on all parties, subject to the right of any such party to dispute such interpretation in a court of competent jurisdiction.

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, which determination will be final and bindingbinding on all parties. The Purchaser reserves the absolute right right, subject to the terms of the Merger Agreement and applicable law, to reject any or all tenders of any Shares determined by it Purchaser not to be in proper form or the acceptance for payment of, of or payment for which may, in the opinion of the Purchaser's ’s counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Offer Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) or waive any defect or irregularity in the any tender of any Shares of by any particular shareholderstockholder of the Company, whether or not similar defects or irregularities are waived in the case of other shareholdersstockholders of the Company. Purchaser’s interpretation of the terms and conditions of the Offer will be final and binding. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto with respect to the tender have been cured or waivedwaived by Purchaser. None of the Purchaser14 Table of Contents Parent, ParentPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Company Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, the Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will Shares, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any Share certificates, shall be determined resolved by the Purchaser, in its sole reasonable discretion, which whose determination will shall be final and binding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders of any Shares determined by it not to be in proper or complete form or the acceptance for payment of, or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any irregularities or conditions, and Purchaser's interpretation of the conditions of Offer, the Offer to Purchase, the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery (including the determination of whether any tender is complete and proper) shall be final and binding. Notwithstanding the foregoing, stockholders of AveXis may challenge a determination made by Purchaser in a court of competent jurisdiction and a final, non-appealable order or any defect or irregularity in the tender judgment of any Shares a court of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholderscompetent jurisdiction will be final and binding on all parties. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the Depositary, the Information Agent, the Company AveXis or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger AgreementNo alternative, the Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) conditional or contingent tenders will be final accepted and bindingno fractional Shares will be purchased.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser, Purchaser in its sole and absolute discretion, which determination will shall be final and bindingbinding on all parties, subject to the right of any such party to TABLE OF CONTENTS​ dispute such determination in a court of competent jurisdiction. The Purchaser reserves the absolute right to reject any or and all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of, of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares of any particular shareholder, stockholder whether or not similar defects or irregularities are waived in the case of any other shareholdersstockholder. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waived. None of the Comtech, Purchaser, Parent, the Depositary, the Information AgentAgent or any of their respective affiliates or assigns, the Company or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, the Purchaser's ’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretoInstructions thereto and any other documents related to the Offer) will shall be final and bindingbinding on all parties, subject to the right of any such party to dispute such interpretation in a court of competent jurisdiction.

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, which whose determination will shall be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of, of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of any particular shareholder, shareholder whether or not similar defects or irregularities are waived in the case of other shareholders. The Purchaser's interpretation of the terms and conditions of the Offer will be final and binding. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto with respect to such tender have been cured or waivedwaived by the Purchaser. None of Crane, the Purchaser, ParentPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Company Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject The Purchaser's acceptance for payment of Shares tendered pursuant to the terms any of the Merger Agreement, procedures described above will constitute a binding agreement between the Purchaser's interpretation of tendering shareholder and the Purchaser upon the terms and subject to the conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingOffer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of, or payment for for, which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the Depositary, the Information Agent, the Company Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement, the Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.. Backup Withholding. To prevent backup withholding with respect to payment of the purchase price of Shares purchased pursuant to the Offer, a tendering registered holder, or his assignee (in either case, the "Payee"), must provide the Depository with such shareholder's correct taxpayer identification number ("TIN") and certify that such shareholder is not subject to backup withholding by completing and signing the Substitute Form W-9 provided in the Letter of Transmittal. If backup withholding applies with respect to a shareholder, the Depository is required to withhold and deposit with the Internal Revenue Service 30%, or other applicable withholding percentage, of any payments made to such shareholder. Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. In order for a foreign shareholder to qualify as an exempt recipient, the shareholder must submit a Form W-8BEN, signed under penalties of perjury, attesting to the shareholder's exempt status. See Instruction 9 of the Letter of Transmittal