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, 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 certificate of Shares, shall be resolved by the Purchaser, in its sole discretion, whose determination shall be final and binding. The Purchaser shall have the absolute right to determine whether to reject any or all tenders not in proper or complete form or to waive any irregularities or conditions, and the Purchaser’s interpretation of the 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. 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, Cytyc, the Depositary, the Information Agent, Adeza 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. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of 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 certificate of Shares, shall Shares will be resolved determined by the Purchaser, in its sole discretion, whose which determination shall will be final and binding. The Purchaser shall have reserves the absolute right to determine whether to reject any or all tenders 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 terms and conditions of the Merger Agreement and the Stockholders Agreement, to waive any irregularities or conditions, and the Purchaser’s interpretation of the Offer, conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery (including the determination of whether or any defect or irregularity in any tender is complete and proper) shall be final and bindingwith respect to any particular Shares, whether or not similar defects or irregularities are waived in the case of other Shares. 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, CytycParent, the Depositary, the Information Agent, Adeza the 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. No alternative, conditional or contingent tenders The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be accepted final and no fractional Shares will be purchasedbinding.

Determination of Validity. All questions as to the validity, form, eligibility (including including, without limitation, time of receipt) and acceptance for payment of any tender of 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 certificate of Shares, shall Shares will be resolved determined by the Purchaser, Purchaser in its sole reasonable discretion, whose determination shall be final and binding. The Purchaser shall have reserves the absolute right to determine whether to reject any or and all tenders determined by it not to be in proper or complete form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities or conditions, and are waived in the Purchaser’s interpretation case of the 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 bindingother shareholders. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to the satisfaction of Purchaser. None of the Purchaser, Cytyc, the Depositary, the Information Agent, Adeza 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. No alternativeShareholders may challenge Purchaser's interpretation of the terms and conditions of the Offer (including, conditional or contingent tenders without limitation, the Letter of Transmittal and the instructions thereto), and only a court of competent jurisdiction can make a determination that will be accepted final and no fractional Shares will be purchasedbinding on all parties.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of 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 certificate of SharesShare certificates, shall be resolved by the Purchaser, in its sole reasonable discretion, whose determination shall be final and binding. The Purchaser shall have the absolute right to determine whether to reject any or all tenders not in proper or complete form or to waive any irregularities or conditions, and the Purchaser’s 's interpretation of the 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 judgment of a court of competent 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, CytycParent, the Depositary, the Information Agent, Adeza 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. No alternative, conditional or contingent tenders will be accepted and no 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, 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 certificate of Shares, shall Shares will be resolved determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. The Purchaser shall have reserves the absolute right right, subject to determine whether the terms of the Merger Agreement and applicable law, to reject any or all tenders determined by Purchaser not to be in proper or complete form or the acceptance of or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any irregularities or conditions, of the conditions to the Offer set forth in the Merger Agreement and the Purchaser’s interpretation described in Section 15—"Conditions of the Offer, the " of this Offer to Purchase, except the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery Minimum Condition (including the determination of whether which waiver requires Arctic Cat's prior written consent) or any defect or irregularity in any tender is complete of Shares of any particular shareholder of Arctic Cat, whether or not similar defects or irregularities are waived in the case of other shareholders of Arctic Cat. All questions as to the interpretation of the terms and proper) shall conditions of the Offer will be final and bindingdetermined by Purchaser, in its sole discretion. 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 PurchaserTextron, CytycPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, Adeza 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. No alternative, conditional or contingent tenders will be accepted and no 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, 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 certificate of Shares, shall Shares will be resolved determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. The Purchaser shall have reserves the absolute right right, subject to determine whether the terms of the Merger Agreement and applicable law, to reject any or all tenders determined by Purchaser not to be in proper or complete form or the acceptance of or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any irregularities or conditions, of the conditions to the Offer set forth in the Merger Agreement and the Purchaser’s interpretation described in Section 15—"Conditions of the Offer, the " of this Offer to Purchase, except the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery Minimum Condition (including the determination of whether which waiver requires Exa's prior written consent) or any defect or irregularity in any tender is complete of Shares of any particular stockholder of Exa, whether or not similar defects or irregularities are waived in the case of other stockholders of Exa. All questions as to the interpretation of the terms and proper) shall conditions of the Offer will be final and bindingdetermined by Purchaser, in its sole discretion. 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 PurchaserDassault Systèmes, CytycParent, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, Adeza 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. No alternative, conditional or contingent tenders will be accepted and no 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, 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 certificate of SharesShare certificates, shall will be resolved by the Purchaser, in its sole reasonable discretion, whose and Purchaser's determination shall will be final and binding. The Purchaser shall will have the absolute right to determine whether to reject any or all tenders not in proper or complete form or to waive any irregularities or conditions, and the Purchaser’s 's interpretation of the 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 will be final and binding. Notwithstanding the foregoing, stockholders of the Company may challenge a determination made by Purchaser in a court of competent jurisdiction and a final, non-appealable order or judgment of a court of competent 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, CytycParent, the Depositary, the Information Agent, Adeza 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. No alternative, conditional or contingent tenders will be accepted and no 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, 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 certificate of Shares, shall be resolved by the Purchaser, in its sole discretion, whose determination shall be final and binding. The Purchaser shall have the absolute right to determine whether to reject any or all tenders not in proper or complete form or to waive any irregularities or conditions, and the Purchaser’s interpretation of the 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. 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, CytycLilly, the Depositary, the Information Agent, Adeza the Dealer Manager, ImClone 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. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased.

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, 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 certificate of Shares, shall Shares will be resolved determined by the Purchaser, in its sole discretion, whose determination shall be final and bindingbinding on all parties. The Purchaser shall have reserves the absolute right to determine whether to reject any or all tenders determined by it not to be in proper or complete form or the acceptance of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the right to waive any of the conditions of the Offer (other than the requirement that at least a majority of the Shares not held by the Purchaser or the Investor Group be tendered in the Offer which can only be waived with the approval of the Special Committee) or any defect or irregularity in any tender of Shares of any particular stockholder whether or not similar defects or irregularities or conditions, and are waived in the case of other stockholders. The Purchaser’s 's interpretation of the Offer, terms and conditions of the Offer to Purchase, (including the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery (including the determination of whether any tender is complete and properthereto) shall 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 waived. None of the PurchaserPurchaser or any of its affiliates or assigns, Cytycif any, the Depositary, the Information Agent, Adeza Agent 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. No alternative, conditional or contingent tenders The Purchaser's acceptance for payment of Shares tendered pursuant to any of the procedures described above will be accepted constitute a binding agreement between the tendering stockholder and no fractional Shares will be purchasedthe Purchaser upon the terms and subject to the conditions of the Offer.