Common use of Expiration and Extension of the Offer Clause in Contracts

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) on the twentieth business day (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside Date.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (midnight, New York City time) on , at the end of the twentieth business day (calculated as set forth 20th) Business Day (determined in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date commencement (within the initial expiration date, or such subsequent date to which meaning of Rule 14d-2 under the expiration Exchange Act) of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”)Offer. Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), (i) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date for any period required by the Securities Lawsapplicable Law, the interpretations and positions including any rule, regulation, interpretation or position of the SEC U.S. Securities and its staff with respect thereto Exchange Commission (the “SEC”) or the rules and regulations of NASDAQ staff thereof applicable to the Offer or as may be required by Offer. If on any other Governmental Authoritythen-scheduled expiration date of the Offer, and (ii) if at any scheduled Expiration Date of the Tender Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or earlier Merger Sub, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall be permitted cause Merger Sub to) ), subject to Parent’s right to terminate this Agreement pursuant to Section 9.01, extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to increments of at least two (2) Business Days each but no more than ten (10) Business Days each after (with the length of any such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition extension to be determined by Parent in its sole and absolute discretion), until such time as such Offer Conditions are satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect . Notwithstanding anything to the delivery of certificates referenced contrary in paragraph (5) of Exhibit A) is the Minimum Conditionthis Agreement, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event not be required to extend the Offer and beyond the Expiration Date to a date later than the earlier earliest to occur of (i) the valid termination of this Agreement in accordance with pursuant to Article VII Section 9.01 and (ii) the Outside Date, and Merger Sub shall not extend the Offer beyond the Outside Date without the Company’s prior written consent. Nothing in this Section 1.01(d) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 9.01.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the twentieth 20th business day (calculated following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) following the Offer Commencement Date (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8.1: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) business days per extension, to permit such Tender Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 5:00 p.m. (New York City time) Eastern Time on the twentieth business day date that is twenty-one (calculated 21) Business Days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration date, Company) (the “Initial Expiration Date,” and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s parties’ respective termination rights to terminate this Agreement in accordance with under Article VII), VIII: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those any such conditions that by their nature are to be satisfied at the Acceptance Time expiration of the Offer, but subject to such conditions remaining capable of being satisfied) is not satisfied and the condition with respect has not been waived by Acquisition Sub or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Acquisition Sub or Parent, Merger Acquisition Sub shall only be required (but shall have the right may, in its sole discretion) discretion (and without the consent of the Company or any other Person), subject to applicable Law, extend the Offer on one or more occasions, for an additional period of up to ten (10) Business Days, or such longer period as the parties hereto may agree, per extension, to permit such Offer Condition to be satisfied; (ii) Acquisition Sub shall, and Parent shall cause Acquisition Sub to, extend the Expiration Date for a single period equal Offer from time to the shorter of time for: (A) twenty any period required by any applicable Law, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and, unless the applicable Offer Condition is waived by Acquisition Sub or Parent (20B) periods of up to ten (10) Business Days per extension, until (x) any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement, including the Offer, under the HSR Act and any other Antitrust Laws shall have expired or been terminated, (y) the consents set forth on Section A(f)(i) of the Company Disclosure Letter shall have been obtained and (Bz) the number notices set forth on Section A(f)(ii) of the Company Disclosure Letter shall have been made; and (iii) if, as of the scheduled Expiration Date, any Offer Condition (other than any such conditions that by their nature are to be satisfied at the expiration of the Offer, but subject to such conditions remaining capable of being satisfied) is not satisfied and has not been waived, at the request of the Company, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, extend the Offer on one or more occasions for an additional period of up to ten (10) Business Days remaining prior per extension, to the Outside Datepermit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Acquisition Sub be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with to Article VII VIII and (y) the Outside Termination Date.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is 20 business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition is not satisfied (other than those conditions that unless such condition is waivable by their nature are to be satisfied at the Acceptance Time Purchaser or Parent and the condition with respect to the delivery of certificates referenced in paragraph (5has been waived) of Exhibit A) is the Minimum ConditionPurchaser shall, Merger Sub and Parent shall only be required (but shall have the right in its sole discretion) to cause Purchaser to, extend the Offer for additional periods of up to 10 business days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Expiration Date Offer from time to time for a single any period equal required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside DateOffer; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”) or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. p.m., Eastern Time (New York City time) the “Offer Expiration Time”), on the twentieth business day date that is twenty (calculated 20) Business Days following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and pursuant to Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) following the Offer Commencement Date (the initial expiration date, “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) Business Days each after per extension (the length of such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to be determined by Purchaser), to permit such Tender Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or the New York Stock Exchange applicable to the Offer (including in order to comply with Rule 14e-1(b) promulgated under the Exchange Act in respect of any change in the Offer Price); and (B) periods of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any foreign Antitrust Law in a jurisdiction identified in Part 6.2(c) of the Company Disclosure Schedule shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten (10) Business Days per extension (the length of such period to be determined by Purchaser), to permit such Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and beyond the Expiration Date to a date later than the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the first Business Day immediately following the End Date; or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (midnight, New York City time) , on the twentieth business day 20th Business Day following the commencement of the Offer (calculated as set forth in determined using Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following (such date and time being the “Initial Offer Commencement Date (Expiration Time”). In the initial expiration date, or such subsequent date to which event the expiration of the Initial Offer is Expiration Time has been extended pursuant to and this Agreement (other than in accordance with the terms of immediately preceding sentence), such later date and time to which the Initial Offer Expiration Time has been extended pursuant to this Agreement, Agreement shall be referred to herein as the “Expiration Date”). Time.” Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject anything to the Company’s and Parent’s respective rights to terminate contrary contained in this Agreement in accordance with Article VII)Section 2.1, (i) Merger Sub shall may, in its discretion, without the consent of the Company, extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions no more than two consecutive increments of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to than ten (10) Business Days each after such previously each, if at any otherwise scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as Time any of the then-scheduled Expiration Dateconditions to Parent’s and Merger Sub’s obligation to purchase shares of Company Common Stock are not satisfied or waived, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to or extend the Offer and for the Expiration Date for a single minimum period equal required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the shorter Offer. If the Offer is required to be extended by any rule, regulation, interpretation or position of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior SEC applicable to the Outside Date; providedOffer, further, that then Merger Sub shall, and Parent shall in no event be required to cause Merger Sub to, extend the Offer and for the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside Dateminimum period required by such Law, rule, regulation, interpretation or position.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City Philadelphia, Pennsylvania time) on no later than the twentieth business (20th) Business Day following (and including the day (calculated as set forth in Rule 14d-1(g)(3of) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration commencement of the Offer is extended (determined pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”Exchange Act Rule 14d-1(g)(3)). Notwithstanding Merger Sub may extend the foregoing, unless this Agreement has been terminated in accordance Offer Expiration Time at any time with Article VII (and subject to the Company’s and Parentwritten consent. Merger Sub may (in its sole discretion), without the Company’s respective rights to terminate this Agreement in accordance with Article VII)consent, (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Lawsany rule, the interpretations and positions regulation, interpretation or position of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ staff thereof or Nasdaq or NYSE applicable to the Offer (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Prices) or as may be required by any other Governmental Authority, and (ii) if at if, as of any scheduled Offer Expiration Date the Tender Time, any Offer Conditions shall Condition is not have satisfied and has not been satisfied or earlier waived by Parent or Merger Subwaived, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, occasions in consecutive increments, increments of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company parties hereto may agree) to permit ), until such Tender time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, that however, that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the End Date and the termination of this Agreement. Without limiting the rights of the parties to terminate this Agreement pursuant to and in accordance with Article 8, if, as of any Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub in accordance with this Agreement, Merger Sub shall, at the then-scheduled written request of the Company, extend the Offer Expiration DateTime on one or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as the parties hereto may agree), until such time as all Offer Conditions are satisfied or waived; provided, however, that Merger Sub shall not be required to extend the Offer beyond the earlier of the End Date and the termination of this Agreement; provided, further, that, if the Minimum Tender Condition is the sole then unsatisfied Offer Condition as of any Offer Expiration Time, so long as the Minimum Tender Condition remains as the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date Time for a single period equal additional periods not to the shorter exceed an aggregate of sixty (A) twenty (2060) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside DateDays.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Purchaser or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Purchaser or Parent, Merger Sub Purchaser shall, and Parent shall only be required (but shall have the right in its sole discretion) to cause Purchaser to, extend the Offer for additional periods of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Expiration Date Offer from time to time for a single any period equal required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside DateOffer; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”) or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) 12:01 a.m., Eastern Time, on the twentieth business day 21st Business Day (calculated for this purpose determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the commencement date of the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the initial expiration date, “Initial Expiration Date,” and such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, if permitted hereunder and under applicable Laws, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) 10 Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) per extension, to permit such Tender Offer Condition to be satisfied; provided(ii) Purchaser shall extend the Offer from time to time for: (A) the minimum period required by any Law, that interpretation or position of the SEC or its staff or an applicable stock exchange or its staff, in each case, applicable to the Offer, and (B) periods of up to 20 Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any applicable foreign Antitrust Laws shall have expired or been terminated; and (iii) if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that by their nature are to be is not satisfied and has not been waived, at the Acceptance Time and request of the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum ConditionCompany, Merger Sub Purchaser shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date on one or more occasions for a single an additional period equal of up to the shorter of (A) twenty (20) 10 Business Days per extension, to permit such Offer Condition to be satisfied, it being agreed that Purchaser shall not, and Parent shall not be required to cause Purchaser to, extend the Offer pursuant to this clause (Biii) on more than two occasions only if all Offer Conditions other than the number of Business Days remaining prior Minimum Condition are satisfied on the date on which the Offer is scheduled to expire, but the Outside DateMinimum Condition is not satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and beyond the Expiration Date to a date later than the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date; or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) p.m., Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Purchaser or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Purchaser or Parent, Merger Sub shall only be required (but shall have the right Purchaser may, in its sole discretion) to 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 ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Expiration Date for a single period equal Offer from time to the shorter of time for: (A) twenty (20) Business Days the minimum period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or any rules and regulations of the NASDAQ applicable to the Offer; and (B) the number periods of Business Days remaining prior up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Outside consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); (2) be permitted to Article VII and extend the Outside Offer beyond the Extension Deadline without the prior written consent of the Company; or (3) be required to extend the Offer beyond the then existing Expiration Date for more than three (3) consecutive additional periods not to exceed an aggregate of thirty (30) business days (provided that each such period will be ten (10) business days unless the Company agrees otherwise), if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (remain open until midnight, New York City time) on , at the end of the twentieth business day (20th) Business Day (calculated as set forth in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following after the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration of that the Offer is commenced (the “Initial Expiration Time”) or, if the period of time for which the Offer is open shall have been extended pursuant to to, and in accordance with the terms of with, this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VIISection 1.1(c), (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Time, or, to the extent applicable, such later time and date to which the Offer has been extended, the “Expiration Time”). Purchaser shall extend the Offer for any other Governmental Authorityperiod required by any rule, and regulation, interpretation or position of the SEC or the staff thereof or NASDAQ applicable to the Offer (iiincluding in order to comply with Rule 14e-1(b) under the Exchange Act in respect of any change in the Offer Price). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Article 7, if at as of any scheduled Expiration Date the Tender Time, any Offer Conditions shall Condition is not have satisfied and has not been satisfied or earlier waived by Parent Purchaser or Merger SubParent, Merger Sub shall Purchaser may, in its sole discretion (and shall be permitted to) without the consent of the Company or any other Person), extend the Offer and the Expiration Date on one or more occasions, occasions in consecutive increments, increments of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company parties hereto may agree) to permit agree in writing), until such Tender time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, that ifhowever, as of that, without the then-scheduled Expiration DateCompany’s written consent, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub Purchaser shall only be required (but shall have the right in its sole discretion) to not extend the Offer and beyond the Expiration Date for a single period equal to the shorter earlier of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer Date and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with Section 7.1. If, (A) as of any scheduled Expiration Time, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived by Parent or Purchaser or (B) as of any scheduled Expiration Time, all Offer Conditions (exclusive of the Minimum Condition) have been satisfied or waived by Parent or Purchaser, then on every occasion under clause (A) and on not more than two (2) occasions under clause (B), in each case at the request of the Company, Purchaser shall extend the Offer for an additional period of ten (10) Business Days (or such longer or shorter period as the parties hereto may agree in writing) to Article VII permit such Offer Condition(s) to be satisfied; provided, however, that, without the Company’s prior written consent, Purchaser shall not extend the Offer, and without Purchaser’s prior written consent, Purchaser shall not be required to extend the Offer, in each case beyond the earlier of the Outside Date and the Outside Datetermination of this Agreement in accordance with Section 7.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration date, Company) (the “Initial Expiration Date,” and such date and time or such subsequent date and time to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an extension period of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) business days per extension, to permit such Tender Offer Condition to be satisfied; providedand (ii) subject to Purchaser’s right to terminate the Offer and pursue the Merger in connection with an Offer Termination pursuant to Section 1.1(d), that (A) if, as of the then-scheduled Expiration Date, any Offer Condition (other than (x) the Offer Condition set forth in clause (f) of Annex I and (y) the Minimum Condition) is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, upon the Company’s written request, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for successive extension periods of ten (10) business days per extension, to permit such Offer Condition to be satisfied, (B) if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Minimum Condition is not satisfied but all other Offer Condition Conditions (other than those conditions that by their nature are the Offer Condition set forth in clause (f) of Annex I) have been satisfied or waived, at the written request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on up to two (2) occasions for an additional period of up to ten (10) business days per extension, to permit the Minimum Condition to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5C) of Exhibit A) is the Minimum ConditionPurchaser shall, Merger Sub and Parent shall only be required (but shall have the right in its sole discretion) to cause Purchaser to, extend the Offer and from time to time for any period required by any Legal Requirement, any interpretation or position of the Expiration Date for a single period equal SEC, the staff thereof or NASDAQ applicable to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside DateOffer; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to Article VII extend the Offer beyond the Extension Deadline without the prior written consent of the Company; provided that, in each case, the extensions contemplated by this Section 1.1(c) shall be subject to Purchaser’s right to terminate the Offer and pursue the Outside DateMerger in connection with an Offer Termination pursuant to Section 1.1(d). Except (i) as provided in Section 1.1(d), (ii) in the event that this Agreement is terminated pursuant to Section 8 or (iii) if Purchaser is not obligated to extend the Offer as provided in this Section 1.1(c), Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8.1: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent (to the sole unsatisfied Tender extent waivable by Purchaser or Parent), Purchaser 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 ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been terminated, and all necessary approvals shall have been obtained; (iii) if, as of the then-scheduled Expiration Date, any Offer Condition (other than those conditions the Minimum Condition) is not satisfied and has not been waived (if permitted hereunder), at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (iv) if, as of the then-scheduled Expiration Date, all Offer Conditions have been satisfied or waived (if permitted hereunder, and other than any such Offer Conditions that by their nature are to be satisfied at the Acceptance Time and expiration of the condition with respect Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to the delivery of certificates referenced in paragraph (5) of Exhibit A) is occur at such time)), except that the Minimum ConditionCondition has not been satisfied as of any then scheduled expiration of the Offer, Merger Sub at the request of the Company, Purchaser shall only be required (but shall have the right in its sole discretion) to extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Minimum Condition to be satisfied, it being understood and agreed that the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub Purchaser shall in no event not be required to extend the Offer pursuant to this clause (iv) on more than three (3) occasions, but may, in its sole and absolute discretion elect to do so; provided, however, that in no event shall Purchaser: (1) be required to extend the Expiration Date to a date later than Offer beyond the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside Date.of

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the date that is the twentieth business day (calculated 20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following , unless otherwise agreed to in writing by Parent and the Offer Commencement Date Company (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with under Article VII), 9: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) per extension, to permit such Tender Offer Condition to be satisfied; provided(ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for (A) any period required by any Law, that any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer and (B) periods of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender each Offer Condition (other than those the Minimum Condition and other than any such conditions that by their nature are to be satisfied at the Acceptance Time expiration of the Offer) has been satisfied or waived and the condition with respect to Minimum Condition has not been satisfied, at the delivery request of certificates referenced in paragraph the Company, Purchaser shall (5and Parent shall cause Purchaser to) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer for an additional ten (10) Business Day period to permit such the Minimum Condition to be satisfied; provided, however, in no event shall Purchaser or Parent be required to (and Parent shall not be required to cause Purchaser to) extend the Expiration Date expiration of the Offer pursuant to this clause (iii) for a single period equal to the shorter of (A) more than twenty (20) Business Days and (B) in the number of Business Days remaining prior to the Outside Dateaggregate; provided, further, that Merger Sub shall in no event shall Purchaser (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of of: (x) the valid termination of this Agreement in compliance with Article 9 and (y) the first (1st) Business Day immediately following the End Date (the earlier of clauses (x) and (y), the “Extension Deadline”) or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with to Article VII and the Outside Date9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) p.m., Eastern Time, on the twentieth date that is 20 business day days after the commencement of the Offer (calculated as set forth determined in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following (such time, or such subsequent time to which the expiration of the Offer Commencement Date (is extended in accordance with this Agreement, the initial expiration “Expiration Time” and such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), (i) Merger Sub shall may at any time extend the Offer and the Expiration Date for any period required agreed by Parent and the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto Company. If on or the rules and regulations of NASDAQ applicable prior to the Offer or as may be required by any other Governmental Authority, and (ii) if at any then scheduled Expiration Date any of the Tender Offer Conditions shall have not have been satisfied or, to the extent waivable by Parent or earlier Merger Sub pursuant to this Agreement and Applicable Law, waived by Parent or Merger Sub, Merger Sub shall, and Parent shall (and shall be permitted cause Merger Sub to) , extend the Offer and the Expiration Date on one or more occasionsfor successive periods of five Business Days each, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) order to permit the satisfaction of such Tender Offer Condition to be satisfiedconditions; provided, however, that if, as of the then-scheduled Expiration Date, if the sole then unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Tender Condition, Merger Sub shall so extend the Offer if and only if the Company shall have delivered to Merger Sub a written request that Merger Sub so extend the Offer (it being agreed that the maximum aggregate number of days that Merger Sub shall be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal pursuant to the shorter of (A) twenty (20) this proviso is 20 Business Days and (B) the number of Business Days remaining prior to the Outside DateDays); provided, further, that Merger Sub shall in no event not be required to to, and without the Company’s prior written consent shall not, extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of the End Date and the termination of this Agreement in accordance with Article VIII; and provided, further, that Merger Sub shall not (except as provided in the following sentence), without the Company’s prior written consent, extend the Offer if all conditions to Article VII the Offer have been satisfied. Merger Sub shall, upon prior written notice to the Company, extend the Offer: (i) for any period required by any rule, regulation, interpretation or position of the SEC, the staff thereof or NASDAQ or NYSE applicable to the Offer or as required by Applicable Law; and (ii) for one or more periods of not more than five Business Days each if, at any then scheduled Expiration Date, the Marketing Period has not expired and the Outside proceeds of the Financing in the amount of the aggregate Offer Price have not been received by Parent or Merger Sub as of such Expiration Date; provided, however, that Merger Sub shall not extend the Offer pursuant to clause (ii) of this sentence for more than one Business Day after the date of expiration of the Marketing Period.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the date that is the twentieth business day (calculated 20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following , unless otherwise agreed to in writing by Parent and the Offer Commencement Date Company (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date” and the initial Expiration Date, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under ARTICLE 9: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Lawsif, the interpretations and positions as of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any then scheduled Expiration Date the Tender Date, any Offer Conditions shall Condition is not have satisfied and has not been satisfied or earlier waived by Parent or Merger SubPurchaser if permitted hereunder, Merger Sub then Purchaser shall and Parent shall cause Purchaser to (and shall be permitted to) without the consent of the Company or any other Person), extend the Offer and the Expiration Date on one or more occasions, occasions in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date per extension (or such longer period as Parent and may be requested by the Company may agree) Company), to permit such Tender Offer Condition Conditions to be satisfiedsatisfied (subject to the right of Parent or Purchaser to waive any Offer Condition, other than the Minimum Condition); and (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for any period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; provided, however, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub no event shall only Purchaser be required (but shall have or, without the right in its sole discretionprior written consent of the Company, permitted) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to beyond a date later than the earlier End Date. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to occur any scheduled Expiration Date without the prior written consent of the termination of Company except in the event that this Agreement is terminated in accordance with to Article VII and the Outside DateARTICLE 9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth business day (calculated 20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) following the Offer Commencement Date (the initial expiration date, “Initial Expiration Date,” such date or such subsequent date and time to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 7.01: (i) Merger Sub if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) per extension, to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition and (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5ii) of Exhibit A) is the Minimum Condition, Merger Sub Purchaser shall only be required (but shall have the right in its sole discretion) to extend the Offer and from time to time for any period required by any Law, any rule or regulation of the Expiration Date for a single period equal SEC or NASDAQ applicable to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside DateOffer; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with to Article VII Section 7.01 and (y) the Outside Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 7.01.

Expiration and Extension of the Offer. The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) 12:01 a.m., Eastern Time, on the twentieth twenty-first (21st) business day (calculated for this purpose determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the date of commencement of the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the initial expiration date, “Initial Expiration Date,” and such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, if permitted hereunder, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) business days per extension, to permit such Tender Offer Condition to be satisfied, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) the minimum period required by any Law, interpretation or position of the SEC or its staff or NASDAQ or its staff, in each case, applicable to the Offer; and (B) periods of up to fifteen (15) business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under, if applicable, foreign Antitrust Laws shall have expired or been terminated, and all consents, approvals or clearances under foreign Antitrust Laws shall have been obtained, in those jurisdictions identified in Schedule 6.2(b); and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer on one occasion for an additional period of up to ten (10) business days, to permit such Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and beyond the Expiration Date to a date later than the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date; or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. midnight (New York City Eastern time) on the twentieth later of (x) the 20th business day (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the commencement of the Offer Commencement Date and (y) January 25, 2011 (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding , and Parent shall not terminate or withdraw the foregoing, unless this Agreement has been terminated Offer other than in accordance connection with Article VII (and subject to the Company’s and Parent’s respective rights to terminate effective termination of this Agreement in accordance with Article VIIIX or pursuant to Section 1.1(f). Notwithstanding the foregoing, Parent may, without receiving the consent of the Company, (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto Laws or the rules and regulations of NASDAQ the New York Stock Exchange (the “NYSE”) applicable to the Offer or as may (it being agreed and understood that if Parent increases the Offer Price, it shall be required by any other Governmental Authority, and to extend the Expiration Date for the minimum period required under the Securities Laws) or (ii) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act; provided that, in accordance with Rule 14d-11 under the Exchange Act, Parent shall immediately accept for payment and promptly (and in any event within three (3) business days) pay for all Shares tendered during any such subsequent offering period. In addition, Parent shall, if requested by the Company, make available a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act; provided, that Parent shall not be required to make available such subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent then holds of record more than 90% of the outstanding Shares. So long as this Agreement has not been terminated pursuant to Article IX or the Offer has not been terminated pursuant to Section 1.1(f) (and subject to each party’s rights to terminate this Agreement pursuant to Article IX), if at any scheduled Expiration Date Date, the Tender Offer Conditions shall not have been satisfied or earlier waived by waived, Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or to a date that is not more occasions, in consecutive increments, up to ten than five (105) Business Days each business days after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, furtherhowever, that Merger Sub Parent shall in no event not be required to extend the Offer and the Expiration Date to a date later than the earlier Termination Date. Nothing contained herein shall limit or otherwise affect the Company’s right to occur of the termination of terminate this Agreement pursuant to Sections 9.2 and 9.3 in accordance with the terms thereof. For purposes of this Agreement, the term “business day” shall have the meaning assigned to Article VII and such term in Rule 14d-1(g)(3) under the Outside DateExchange Act.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) p.m., Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Purchaser or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Purchaser or Parent, Merger Sub shall only be required (but shall have the right Purchaser may, in its sole discretion) to 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 ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Expiration Date for a single period equal Offer from time to the shorter of time for: (A) twenty (20) Business Days any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (B) the number periods of Business Days remaining prior up to fifteen (15) business days per extension, until any waiting period (and any extension thereof) applicable to the Outside consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been terminated; (iii) if, as of the scheduled Expiration Date, any Offer Condition other than the Minimum Condition or the Termination Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension to permit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub Purchaser shall in no event be required to extend the Offer pursuant to this clause (iii) only if such condition or conditions are capable of being satisfied on or before the End Date; and (iv) if, as of the scheduled Expiration Date Date, all of the Offer Conditions have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to a date later ten (10) business days per extension to permit such Offer Condition to be satisfied, it being understood and agreed that Purchaser shall not be required to extend the Offer pursuant to this clause (iv) on more than three (3) occasions that provide, in the aggregate, for an additional period of at least thirty (30) business days to permit such Offer Condition to be satisfied pursuant to this clause (iv), but may, in its sole and absolute discretion, elect to do so; provided, however, that, in the case of each of clauses (i) – (iv) above, in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the date that is the twentieth business day (calculated 20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following , unless otherwise agreed to in writing by Parent and the Offer Commencement Date Company (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with under Article VII), 9: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) per extension, to permit such Tender Offer Condition to be satisfied; provided(ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for (A) any period required by any Law, that any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer and (B) periods of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that by their nature are to be is not satisfied and has not been waived, at the Acceptance Time request of the Company, Purchaser shall (and the condition with respect to the delivery of certificates referenced in paragraph (5Parent shall cause Purchaser to) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and on one or more occasions for an additional period specified by the Expiration Date for a single period equal Company of up to the shorter of ten (A) twenty (2010) Business Days and (B) the number of Business Days remaining prior per extension, to the Outside Datepermit such Offer Condition or Offer Conditions to be satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (the “Extension Deadline”): (x) the valid termination of this Agreement in compliance with Article 9 and (y) the first (1st) Business Day immediately following the End Date or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with to Article VII and the Outside Date9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent (to the sole unsatisfied Tender extent waivable by Purchaser or Parent), Purchaser 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 ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any foreign Antitrust Laws shall have expired or been terminated; (iii) if, as of the then-scheduled Expiration Date, any Offer Condition (other than those conditions the Minimum Condition) is not satisfied and has not been waived (to the extent waivable by Purchaser or Parent), at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (iv) if, as of the then-scheduled Expiration Date, all Offer Conditions have been satisfied or waived (if permitted hereunder, and other than any such Offer Conditions that by their nature are to be satisfied at the Acceptance Time and expiration of the condition with respect Offer (provided such conditions would be satisfied were the expiration of the Offer to the delivery of certificates referenced in paragraph (5) of Exhibit A) is occur at such time)), except that the Minimum ConditionCondition has not been satisfied as of the then-scheduled Expiration Date, Merger Sub shall only be required (but shall have then at the right request of the Company, Purchaser shall, and in any event Purchaser in its sole discretion) to discretion may, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Minimum Condition to be satisfied, it being understood and agreed that the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub Purchaser shall in no event not be required to extend the Offer pursuant to this clause (iv) on more than two (2) occasions, but may, in its sole and absolute discretion elect to do so; provided, however, that in no event shall Purchaser: (1) be required to extend the Expiration Date to a date later than Offer beyond the earlier to occur of (x) the termination of this Agreement in accordance compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 5:00 p.m. (New York City time) Eastern Time on the twentieth business day (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date August 4, 2014 (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII VIII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VIIVIII), (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of the NASDAQ Stock Market (the “NASDAQ”) applicable to the Offer or as may be required by any other Governmental AuthorityEntity, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Subwaived, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or to a date that is not more occasions, in consecutive increments, up to than ten (10) Business Days each business days after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, furtherhowever, that Merger Sub shall in no event not be required to extend the Offer and the Expiration Date to a date later than the earlier to occur Termination Date). Merger Sub shall not terminate or withdraw the Offer without the prior written consent of the Company other than in connection with the termination of this Agreement in accordance with Article VIII. In the event this Agreement is terminated pursuant to Article VII and the Outside Date.Article

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (midnight, New York City time) , on the twentieth business day 20th Business Day following the commencement of the Offer (calculated as set forth in determined using Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, being the “Initial Offer Expiration Date”), provided, however, if, at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, extend the Offer for ten (10) Business Days. Notwithstanding Thereafter, if on any then-scheduled expiration of the foregoingOffer, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s respective rights right to terminate this Agreement in accordance with Article VII)pursuant to Section 9.01, (i) Merger any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, continue to extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, increments of up to ten five (105) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company Parties may agree) to permit such Tender Offer Condition to be satisfied; providedeach. In addition, that ifSub shall, as of the then-scheduled Expiration Dateand Parent shall cause Sub to, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (“SEC”) or the Expiration Date for a single period equal staff thereof applicable to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior Offer. Notwithstanding anything to the Outside Date; providedcontrary in this Section 1.01(d), further, that Merger Sub shall in no event not be required to (and Parent shall not be required to cause Sub to) extend the Offer and beyond the Expiration Date to a date later than the earlier earliest to occur of (i) the valid termination of this Agreement in accordance compliance with to Article VII Section 9.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date. In addition, for the avoidance of doubt, nothing in this Section 1.01(d) shall limit or otherwise affect (1) the right of Parent to terminate the Offer in accordance with Section 1.01(f) and/or (2) Parent’s right to terminate this Agreement pursuant to Section 9.01.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (midnight, New York City time) , on the twentieth business day 20th Business Day following the commencement of the Offer (calculated as set forth in determined using Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following (such date being the "Initial Offer Expiration Date"), provided, however, if, at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, extend the Offer Commencement Date for ten (the initial expiration date10) Business Days. Thereafter, or such subsequent date to which the if on any then-scheduled expiration of the Offer is extended pursuant to and in accordance with the terms of this AgreementOffer, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s respective rights 's right to terminate this Agreement in accordance with Article VII)pursuant to Section 9.01, (i) Merger any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, continue to extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, increments of up to ten five (105) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company Parties may agree) to permit such Tender Offer Condition to be satisfied; providedeach. In addition, that ifSub shall, as of the then-scheduled Expiration Dateand Parent shall cause Sub to, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission ("SEC") or the Expiration Date for a single period equal staff thereof applicable to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior Offer. Notwithstanding anything to the Outside Date; providedcontrary in this Section 1.01(d), further, that Merger Sub shall in no event not be required to (and Parent shall not be required to cause Sub to) extend the Offer and beyond the Expiration Date to a date later than the earlier earliest to occur of (i) the valid termination of this Agreement in accordance compliance with to Article VII Section 9.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date. In addition, for the avoidance of doubt, nothing in this Section 1.01(d) shall limit or otherwise affect (1) the right of Parent to terminate the Offer in accordance with Section 1.01(f) and/or (2) Parent's right to terminate this Agreement pursuant to Section 9.01.

Expiration and Extension of the Offer. The Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (remain open until midnight, New York City time) on , at the end of the twentieth business day (20th) Business Day (calculated as set forth in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following after the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration of that the Offer is commenced (the “Initial Expiration Time”) or, if the period of time for which the Offer is open shall have been extended pursuant to to, and in accordance with the terms of with, this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VIISection 1.1(c), (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Time, or such later time and date to which the Offer has been extended, the “Expiration Time”). Purchaser shall extend the Offer for any other Governmental Authorityperiod required by any rule, and regulation, interpretation or position of the SEC or the staff thereof or Nasdaq applicable to the Offer (iiincluding in order to comply with Exchange Act Rule 14e-1(b) if at in respect of any change in the Offer Price). If, as of any scheduled Expiration Date the Tender Time, any Offer Conditions shall Condition is not have satisfied and has not been satisfied or earlier waived by Parent Purchaser or Merger SubParent, Merger Sub shall Purchaser may, in its sole discretion (and shall be permitted towithout the consent of the Company or any other Person) extend the Offer and the Expiration Date on one or more occasions, occasions in consecutive increments, increments of up to ten (10) Business Days each after (or such previously scheduled longer period as the parties hereto may agree in writing), until such time as all Offer Conditions are satisfied or waived; provided, however, that, without the Company’s written consent, Purchaser shall not extend the Offer beyond the earlier of the Outside Date and the termination of this Agreement in accordance with Section 7.1. If, (i) as of any Expiration Date Time, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived by Parent or Purchaser or (ii) as of any Expiration Time, all Offer Conditions have been satisfied or waived by Parent or Purchaser other than the Minimum Condition, then on every occasion under clause (i) and on not more than two (2) occasions under clause (ii), in each case at the request of the Company, Purchaser shall extend the Offer for an additional period of ten (10) Business Days (or such longer or shorter period as the parties hereto may agree in writing) to permit such Offer Condition(s) to be satisfied; provided that if, at or prior to any Expiration Time, Parent delivers a notice (a “Financing Extension Notice”) to the Company representing that the full amount of the Debt Financing has not been funded and would not be available to be funded at the consummation of the Offer if the Expiration Time were not extended, Purchaser may extend (and re-extend) the Offer for one or more periods, in consecutive increments of up to ten (10) Business Days each, the length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) to permit such Tender Offer Condition to be satisfiedthe funding of the Debt Financing; provided, that ifhowever, as of that, without the then-scheduled Expiration DateCompany’s prior written consent, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub Purchaser shall only be required (but shall have the right in its sole discretion) to not extend the Offer Offer, and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining without Purchaser’s prior to the Outside Date; providedwritten consent, further, that Merger Sub Purchaser shall in no event not be required to extend the Offer and the Expiration Date to a date later than Offer, in each case beyond the earlier to occur of the Outside Date and the termination of this Agreement in accordance with to Article VII and the Outside DateSection 7.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Purchaser or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Purchaser or Parent, Merger Sub shall only be required (but shall have the right Purchaser may, in its sole discretion) to 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 ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Expiration Date for a single period equal Offer from time to the shorter of time for: (A) twenty (20) Business Days any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (B) the number periods of Business Days remaining prior up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Outside consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate or withdraw the Offer, or permit the Offer to expire, prior to the Expiration Date or the earlier valid termination of this Agreement in compliance with Section 8 without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Parent and Purchaser may, in their sole 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 ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (iii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Parent or Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of this Agreement in compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”), (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company or (3) be required to extend the Offer on more than two (2) occasions in consecutive periods of ten (10) business days each if, as of the applicable Expiration Date, (A) none of the Offer Documents, the Parent Schedule 13E-3, the Schedule 14D-9 or the Company Schedule 13E-3 is still being reviewed or commented on by the SEC and (B) all of the Offer Conditions are satisfied or have been waived other than those the Minimum Condition and conditions that which by their nature are to be satisfied at the Acceptance Time and expiration of the condition with respect to Offer. Purchaser shall not terminate the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum ConditionOffer, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend or permit the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining expire, prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend Extension Deadline without the Offer and the Expiration Date to a date later than the earlier to occur prior written consent of the termination of this Agreement in accordance with to Article VII and the Outside DateCompany.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) 12:00 midnight Eastern Time on the twentieth date that is twenty (20) business day days following the Offer Commencement Date (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s Parties’ respective termination rights under Section 8: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and Parent’s respective rights to terminate this Agreement has not been waived, Merger Sub may, in accordance with Article VIIits 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 ten (i10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Merger Sub shall extend the Offer and the Expiration Date from time to time for any period required by any Legal Requirement, any interpretation or position of the Securities LawsSEC, the interpretations and positions of the SEC and its staff with respect thereto thereof or the rules and regulations of NASDAQ NYSE applicable to the Offer or as may be required by any other Governmental Authority, and Offer; (iiiii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) have the right in its sole discretion to extend the Offer and beyond any then-scheduled expiration of the Expiration Date on Offer for one or more occasions, in consecutive increments, increments of up to ten five (105) Business Days business days each, the length of each after such previously scheduled Expiration Date period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) to permit the extent the Marketing Period shall not have been completed as of any such Tender Offer Condition to be satisfiedthen-scheduled Expiration Date; provided, that and (iv) if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that by their nature are to be is not satisfied and has not been waived, at the Acceptance Time and request of the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum ConditionCompany, Merger Sub shall only be required (but and Parent shall have the right in its sole discretioncause Merger Sub to) to extend the Offer and the Expiration Date on one or more occasions for a single an additional period equal of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied or waived. Notwithstanding anything to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; providedcontrary in this Section 1.1(c), further, that Merger Sub shall in no event shall Merger Sub: (1) be required to accept for payment, and pay for, Shares validly tendered (and not withdrawn) pursuant to the Offer until the Marketing Period shall have been completed; (2) be required to extend the Offer and beyond the Expiration Date to a date later than the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8, (y) three (3) business days after the Proxy Statement Clearance Date and (z) the End Date; or (3) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is twenty business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Purchaser or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Purchaser or Parent, Merger Sub shall only be required (but shall have the right Purchaser may, in its sole discretion) to discretion (and without the consent of the Company or any other Person), extend the Offer and on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Expiration Date for a single period equal Offer from time to the shorter of time for: (A) twenty (20) Business Days any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) the number periods of Business Days remaining prior up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the Outside consummation of the Offer under the HSR Act shall have expired or been terminated shall have been obtained; and (iii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Subject to the parties’ respective termination rights under Section 8, Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is 20 business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under ‎Article 8: (i) Merger Sub if, as of the then- scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions additional periods of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) 10 business days per extension, to permit such Tender Offer Condition to be satisfied; providedand (ii) Purchaser shall, that ifand Parent shall cause Purchaser to, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and from time to time for any period required by any Legal Requirement, any interpretation or position of the Expiration Date for a single period equal SEC, the staff thereof or NASDAQ applicable to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside DateOffer; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance with ‎Article 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”) or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth business day date that is twenty (calculated 20) Business Days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Merger Sub or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Merger Sub or Parent, Merger Sub shall only be required or Parent may, in their sole discretion (but shall have and without the right in its sole discretion) to Consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Expiration Date for a single period equal Offer from time to the shorter of time for: (A) twenty (20) Business Days any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (B) the number periods of up to ten (10) Business Days remaining prior per extension, until any waiting period (and any extension thereof) applicable to the Outside consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions for an additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub shall in no event under this Agreement shall Merger Sub or Parent: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written Consent of the Company. Except in the case of the valid termination of this Agreement in compliance with Section 8, Merger Sub shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written Consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is 20 business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with under Article VII), 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition is not satisfied (other than those conditions that unless such condition is waivable by their nature are to be satisfied at the Acceptance Time Purchaser or Parent and the condition with respect to the delivery of certificates referenced in paragraph (5has been waived) of Exhibit A) is the Minimum ConditionPurchaser shall, Merger Sub and Parent shall only be required (but shall have the right in its sole discretion) to cause Purchaser to, extend the Offer for additional periods of up to 10 business days per extension (with each such period to end one minute after 11:59 p.m. Eastern Time on the last business day of such period) (or such other duration as may be agreed in writing by Parent and the Expiration Date Company), to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for a single any period equal required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof, NASDAQ or the staff thereof applicable to the shorter of Offer; provided, however, that in no event shall Purchaser (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance with to Article VII 8 and (y) the Outside DateEnd Date (such earlier occurrence, the “Extension Deadline”) or (B) extend the Offer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) p.m., Eastern Time, on the twentieth business day (calculated as set forth Initial Expiration Date. Notwithstanding anything to the contrary contained in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer and the Expiration Date from time to time for any period required by the Securities Lawsany Legal Requirement, the interpretations and positions or any interpretation or position of the SEC and SEC, its staff with respect thereto or the rules and regulations of NASDAQ NYSE applicable to the Offer or as may be required by any other Governmental Authority, and Offer; (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) per extension to permit such Offer Condition to be satisfied, but if the sole then-unsatisfied Tender Offer Condition is the Minimum Condition, Purchaser shall not be required to extend the Offer for more than two occasions in consecutive periods of ten (10) business days each (each such period to end at 11:59 p.m. Eastern Time on the last business day of such period) (or such other duration as may be agreed to by Parent and the Company); and (iii) if as of any scheduled Expiration Date (A) all of the Offer Conditions have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Offer Acceptance Time Time, but which conditions would be capable of being satisfied as of such scheduled Expiration Date), (B) the full amount of the Debt Financing necessary to pay the Required Amount has not been funded and will not be available to be funded at the condition Offer Closing and at the Closing (other than as a result of a breach or failure to perform by Parent or Purchaser of any of their representations, warranties or covenants set forth in Sections 4.13 and 6.11) and (C) Parent and Purchaser irrevocably acknowledge and agree in writing that (1) the Company may terminate this Agreement pursuant to, and in accordance with Section 8.1(i) and receive the Parent Termination Fee pursuant to, and in accordance with Section 8.3 and (2) solely with respect to both (I) any payment of the Parent Termination Fee in accordance with subclause (1) of this Section 1.1(c)(iii)(C) and (II) Purchaser’s obligation, and Parent’s obligation to cause Purchaser, to consummate the Offer, including to accept and thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer and in accordance with this Section 1.1, all Offer Conditions set forth in clauses (b)(ii)-(v), (c) (other than Fraud or Willful Breach in respect of such Offer Conditions following the date of delivery of certificates referenced such notice), (e) (in paragraph respect of clauses (b)(ii)-(v) and (c) of Annex I) and (h) of Annex I will be deemed to have been irrevocably satisfied or waived from and at all times after the initial extension of the Offer pursuant to this Section 1.1(c)(iii), Purchaser may extend the Offer for successive periods of up to five (5) business days per extension (each such period to end at 11:59 p.m. Eastern Time on the last business day of Exhibit Asuch period) is (or such other duration as may be agreed to by Parent and the Minimum ConditionCompany), Merger Sub shall only the length of each such period to be required (but shall have the right determined by Parent in its sole discretion) , in order to extend permit the Offer and funding of the Expiration Date for a single period equal full amount of the Debt Financing necessary to pay the shorter of (A) twenty (20) Business Days and (B) Required Amount. Notwithstanding the number of Business Days remaining prior to the Outside Date; providedforegoing, further, that Merger Sub shall in no event shall Purchaser: (x) be required to extend the Offer and beyond the Expiration Date Extension Deadline; or (y) be permitted to a date later than extend the earlier to occur Offer beyond the Extension Deadline without the prior written consent of the termination of Company. Purchaser shall not terminate the Offer prior to the Extension Deadline unless this Agreement is validly terminated pursuant to Section 8. Nothing contained in accordance with this Agreement shall be deemed to Article VII and impair, limit or otherwise restrict the Outside Dateright of each of the Parties to terminate this Agreement pursuant to Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is 20 business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with under Article VII), 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition is not satisfied (other than those conditions that unless such condition is waivable by their nature are to be satisfied at the Acceptance Time Purchaser or Parent and the condition with respect to the delivery of certificates referenced in paragraph (5has been waived) of Exhibit A) is the Minimum ConditionPurchaser shall, Merger Sub and Parent shall only be required (but shall have the right in its sole discretion) to cause Purchaser to, extend the Offer for additional periods of up to 10 business days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Expiration Date Offer from time to time for a single any period equal required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside DateOffer; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance with Article 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”) or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Purchaser or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Purchaser or Parent, Merger Sub shall only be required (but shall have the right Purchaser may, in its sole discretion) to 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 ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Expiration Date for a single period equal Offer from time to the shorter of time for: (A) twenty (20) Business Days any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (B) the number periods of Business Days remaining prior up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Outside consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. PM (New York City time) on the twentieth business day (calculated as set forth in 20th) Business Day (determined using Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration commencement of the Offer is extended pursuant to and in accordance with (within the terms meaning of this Agreement, Rule 14d-2 promulgated under the “Expiration Date”Exchange Act). Notwithstanding Subject to the foregoingparties’ respective termination rights under Article VII, unless this Agreement has been terminated in accordance with Article VII Merger Sub shall (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), Parent shall cause Merger Sub to) (i) Merger Sub shall extend the Offer and for the Expiration Date for any minimum period required by the Securities Lawsany applicable Law, the interpretations and positions interpretation or position of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ staff thereof applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at if, on the initial expiration date or any subsequent date as of which the Offer is scheduled Expiration Date the Tender to expire, any Offer Conditions Condition shall not have been satisfied or earlier waived by Parent or Merger Sub(if permitted hereunder), Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, occasions in consecutive increments, increments of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company parties hereto may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of until the termination of this Agreement in accordance with its terms; provided, however, that Merger Sub shall not be required to extend the Offer to a date later than the Outside Date. The expiration date for the Offer, as the same may be extended from time to time, is referred to as the “Offer Expiration Date.” The Offer may not be terminated prior to the then-scheduled Offer Expiration Date unless this Agreement is validly terminated in accordance with Article VII. In the event that this Agreement is terminated pursuant to Article VII prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Outside DateOffer.

Expiration and Extension of the Offer. The initial expiration time of the Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. (p.m., New York City time) time on the twentieth business day date that is twenty (calculated as set forth 20) Business Days following the commencement of the Offer, determined in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following , unless otherwise agreed to in writing by Parent and the Offer Commencement Date Company (the initial expiration date, such time or such subsequent date and time to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration DateTime”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s parties’ respective termination rights under Article 8, Merger Sub: (x) shall, and Parent’s respective rights to terminate this Agreement in accordance with Article VII), (i) Parent shall cause Merger Sub shall to, extend the Offer and the Expiration Date from time to time: (1) for any period required by the Securities Laws, the interpretations and positions any applicable Law or any interpretation or position of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental AuthorityOffer, and (ii2) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for periods of up to ten (10) Business Days each after such previously per extension until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (3) at the request of the Company, if as of any then scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Time any Offer Condition (other than those any such conditions that by their nature are to be satisfied at the Acceptance Time expiration of the Offer and which such conditions are capable of being satisfied upon the condition with respect to expiration of the delivery of certificates referenced in paragraph (5) of Exhibit AOffer) is not satisfied and has not been waived by Parent or Merger Sub, for periods of up to ten (10) Business Days per extension to permit such Offer Condition to be satisfied and (y) may extend the Minimum ConditionOffer from time to time, Merger Sub shall only be required (but shall have the right in its sole discretiondiscretion (and without the consent of the Company or any other Person), if, as of any then scheduled Expiration Time, any Offer Condition (other than any such conditions that by their nature are to be satisfied at the expiration of the Offer and which such conditions are capable of being satisfied upon the expiration of the Offer) is not satisfied and has not been waived by Parent or Merger Sub, for periods of up to ten (10) Business Days per extension to permit such Offer Condition to be satisfied; provided, however, that in no event shall Merger Sub be required or permitted (without the prior written consent of the Company) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside Date.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth business day date that is twenty (calculated 20) Business Days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Merger Sub or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Merger Sub or Parent, Merger Sub shall only be required or Parent may, in their sole discretion (but shall have and without the right in its sole discretion) to Consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Expiration Date for a single period equal Offer from time to the shorter of time for: (A) twenty (20) Business Days any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) the number periods of up to ten (10) Business Days remaining prior per extension, until any waiting period (and any extension thereof) applicable to the Outside consummation of the Offer under any applicable Antitrust Law or competition-related Legal Requirement shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions for an additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub shall in no event under this Agreement shall Merger Sub or Parent: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written Consent of the Company. Except in the case of the valid termination of this Agreement in compliance with Section 8, Merger Sub shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written Consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration Company) (such date, the “Initial Expiration Date,” and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8 (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Parent and Purchaser may, in their sole 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 ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for any period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; (iii) Purchaser may, and Parent may cause Purchaser to, extend the Offer for any period necessary to satisfy the requirements contained in Section 3-106(e)(1) of the MGCL and (iv) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Parent or Purchaser (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of this Agreement in compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”), (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company or (3) be required to extend the Offer on more than two (2) occasions in consecutive periods of ten (10) business days each if, as of the applicable Expiration Date, (A) none of the Offer Documents, the Parent Schedule 13E-3, the Schedule 14D-9 or the Company Schedule 13E-3 is still being reviewed or commented on by the SEC and (B) all of the Offer Conditions are satisfied or have been waived other than those the Minimum Condition and conditions that which by their nature are to be satisfied at the Acceptance Time and expiration of the condition with respect to Offer. Purchaser shall not terminate the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum ConditionOffer, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend or permit the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining expire, prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend Extension Deadline without the Offer and the Expiration Date to a date later than the earlier to occur prior written consent of the termination of this Agreement in accordance with to Article VII and the Outside DateCompany.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. the 20th Business Day following the commencement of the Offer (New York City time) on the twentieth business day (calculated as set forth in determined using Exchange Act Rule 14d-1(g)(3)). Merger Sub shall (and Parent shall cause Merger Sub to) and Rule 14e-1(a(i) under the Exchange Act) following extend the Offer Commencement Date for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer; and (ii) if, on the initial expiration date, date or such any subsequent date to as of which the expiration of the Offer is extended scheduled to expire, any Offer Condition shall not have been satisfied or waived, extend the Offer on one or more occasions in consecutive increments of up to ten Business Days each (or such longer period as the parties hereto may agree), until such time as such Offer Conditions shall have been satisfied or waived; provided, however, that (1) Merger Sub shall not be required to extend the Offer beyond the earlier of the date of a Conversion Event (if exercising its rights pursuant to and in accordance with Section 1.3 with respect to such Conversion Event), the terms Outside Date or the termination of this AgreementAgreement and (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be required to extend the Offer for one or more additional periods of at least five Business Days each but in no event shall Merger Sub or Parent be required to extend the Offer for more than twenty-five Business Days in the aggregate in such situation. The expiration date for the Offer, as the same may be extended from time to time, is referred to as the “Offer Expiration Date”.” The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.1(c). Notwithstanding the foregoing, ) unless this Agreement has been is validly terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at applicable Law. In the event that this Agreement is terminated pursuant to Article VII prior to any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Subexpiration thereof, Merger Sub shall (and Parent shall be permitted cause Merger Sub to) extend promptly (and in any event within one Business Day of such termination), irrevocably and unconditionally terminate the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside DateOffer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the twentieth 20th business day (calculated following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) following the Offer Commencement Date (the initial expiration date“Initial Expiration Date”, and such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8.1: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) business days per extension, to permit such Tender Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time is hereinafter referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) on the twentieth business (20th) Business Day following (and including the day (calculated as set forth in Rule 14d-1(g)(3of) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration commencement of the Offer is extended (determined pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”Exchange Act Rule 14d-1(g)(3)). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s parties’ respective rights to terminate this Agreement pursuant to Section 7.01 and notwithstanding anything to the contrary in accordance with Article VII)this Agreement, (i) Merger Sub shall, and BRF shall cause Merger Sub to, extend the Offer and the Expiration Date for (A) any period required by the Securities Lawsany applicable rule, the interpretations and positions regulation, interpretation or position of the SEC and its staff with respect thereto or the rules and regulations staff thereof or Nasdaq (including in order to comply with Exchange Act Rule 14e-1(b) in respect of NASDAQ applicable to any change in the Offer Per Share Amount) or as may be required by necessary to resolve any other Governmental Authoritycomments of the SEC or the staff or Nasdaq, in each case, as applicable to the Offer, the Schedule 14D-9, the Schedule 13E-3 or the Offer Documents; and (iiB) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, periods of up to ten (10) Business Days each after such previously per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under any foreign or domestic competition-related law shall have expired or been terminated; and (ii) if, as of the scheduled Expiration Date, the Minimum Tender Condition is not satisfied, at the request of the Company, Merger Sub shall, and BRF shall cause Merger Sub to, extend the Offer on one or more occasions for an additional period of up to ten (10) Business Days per extension; provided that if, as of the scheduled Offer Expiration Time, any Offer Condition is not satisfied and has not been waived, Merger Sub may, in its discretion (and without the consent of the Company or any other Person), (x) extend the Offer on one or more occasions, for an additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied or (y) if the scheduled Offer Expiration Time is ten (10) or less Business Days before the End Date, extend the Offer until 11:59 p.m., New York City time, on the day before the End Date (or such longer period other date and time as Parent and the Company parties hereto may agree) to permit such Tender Offer Condition to be satisfied; provided, however, that in no event shall Merger Sub (X) extend the Offer beyond the earlier of the End Date or the valid termination of this Agreement in accordance with Section 7.01, in each case, without the prior written consent of the Company or (Y) be required to extend the Offer beyond the then-existing Expiration Date for more than three (3) consecutive additional periods not to exceed an aggregate of thirty (30) Business Days, if, as of the then-scheduled applicable Expiration Date, all of the sole unsatisfied Tender Offer Condition (Conditions are satisfied or have been waived other than those the Minimum Tender Condition and conditions that which by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur expiration of the termination of this Agreement in accordance with to Article VII and the Outside DateOffer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the twentieth date that is twenty (20) business day (calculated days after the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following , unless otherwise agreed to in writing by Parent and the Offer Commencement Date Company (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 7: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, and if permitted hereunder and under any applicable Legal Requirements, Parent, Payor and Purchaser may, in their discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, for additional periods of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for: (A) any period required by any applicable Legal Requirements, any interpretation or position of the SEC or its staff or Nasdaq or its staff, in consecutive incrementseach case, applicable to the Offer; and (B) periods of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer on one or more occasions, for additional periods of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) business days per extension, to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, furtherhowever, that Merger Sub shall in no event under this Agreement shall Parent, Payor or Purchaser: (1) be required to extend the Offer and beyond the Expiration Date to a date later than the earlier earliest to occur of (the “Extension Deadline”) (x) the termination of this Agreement in accordance compliance with Section 7 and (y) the Termination Date or (2) be permitted to Article VII and extend the Outside Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate or withdraw the Offer prior to any scheduled Expiration Date (or any rescheduled Expiration Date) without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Section 7.

Expiration and Extension of the Offer. The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. (New York City time) Eastern Time, on the twentieth business day (calculated 20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) following the Offer Commencement Date (the initial expiration date, “Initial Expiration Date,” and such date or such subsequent date and time to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, if permitted hereunder and under applicable Laws, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for additional periods of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) per extension, to permit such Tender Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) the minimum period required by any Law or any interpretation or position of the SEC or its staff or Nasdaq or its staff, in each case, applicable to the Offer; and (B) periods of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, (A) any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied or (B) the Minimum Condition is not satisfied, at the request of the Company, Purchaser shall extend the Offer on up to two occasions for additional periods specified by the Company of up to ten (10) Business Days per extension, to permit the Minimum Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date; or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) p.m., Eastern Time, on the twentieth date that is twenty (20) business day days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration date, Company) (the “Initial Expiration Date,” and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub Purchaser shall, and Parent shall cause Purchaser to, extend the Offer and the Expiration Date from time to time for any period required by any Legal Requirement, any interpretation or position of the Securities LawsSEC, the interpretations and positions of the SEC and its staff with respect thereto thereof or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, Offer; and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Purchaser or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Purchaser or Parent, Merger Sub Purchaser shall, and Parent shall only be required (but shall have the right in its sole discretion) cause Purchaser to extend the Offer and the Expiration Date on one or more occasions for a single an additional period equal of up to the shorter of ten (A10) twenty (20) Business Days and (B) the number of Business Days remaining prior business days per extension to the Outside Datepermit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the first business day immediately following the End Date; or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute after following 11:59 p.m. p.m., Eastern Time, on January 2, 2023, unless otherwise agreed to in writing by Parent and the Company (New York City time) on the twentieth business day (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with under Article VII), 9: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) per extension, to permit such Tender Offer Condition to be satisfied; provided(ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for (A) any period to the minimum extent required by any Law, that any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer and (B) periods of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that by their nature are to be is not satisfied and has not been waived, at the Acceptance Time request of the Company, Purchaser shall (and the condition with respect to the delivery of certificates referenced in paragraph (5Parent shall cause Purchaser to) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and on one or more occasions for an additional period specified by the Expiration Date for a single period equal Company of up to the shorter of ten (A) twenty (2010) Business Days and (B) the number of Business Days remaining prior per extension, to the Outside Datepermit such Offer Condition or Offer Conditions to be satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (the “Extension Deadline”): (x) the valid termination of this Agreement in compliance with Article 9 and (y) the first (1st) Business Day immediately following the End Date or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with to Article VII and the Outside Date9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) p.m., Eastern Time on the twentieth date that is twenty (20) business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 7.1: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition (other than those conditions that is not satisfied and has not been waived by their nature are to be satisfied at the Acceptance Time and the condition with respect Purchaser or Parent, to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionextent waivable by Purchaser or Parent, Merger Sub shall only be required (but shall have the right Purchaser may, in its sole discretion) to discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date on one or more occasions, for a single an additional period equal of up to the shorter of ten (A) twenty (2010) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for the minimum period required by any applicable Law, any interpretation or position of the SEC, the staff thereof or any rules and regulations of the NASDAQ Stock Market LLC applicable to the Offer; and (Biii) if, as of the number scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) Business Days remaining prior per extension, to the Outside Datepermit such Offer Condition to be satisfied; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance compliance with to Article VII Section 7.1 and (y) the Outside DateDate (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Subject to the terms and conditions of this Agreement and the Offer, the initial expiration date of the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (midnight, New York City time) , on the twentieth business day 30th Business Day after commencement of the Offer (calculated as set forth determined in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial “Expiration Date” and any expiration date, or such subsequent time and date established pursuant to which the expiration an authorized extension of the Offer is extended pursuant to and in accordance with the terms of this AgreementOffer, the as so extended, also an “Expiration Date”). Notwithstanding Without the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to prior written consent of the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), Merger Sub shall not extend or otherwise change the Expiration Date except (i) as required by applicable Law including any rule, regulation, interpretation or position of the SEC or its staff, (ii) if, prior to the initial Expiration Date, the Minimum Condition or any of the other conditions to the Offer set forth on Exhibit B have not been satisfied or waived, Parent and Merger Sub shall extend the Expiration Date for a period of fifteen (15) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) or (iii) if, prior to any then-scheduled Expiration Date (as the Expiration Date may be extended from time to time including an extension pursuant to clause (ii) of this Section 1.1(d)) the Minimum Condition or any other condition to the Offer has not been satisfied or waived, Parent and Merger Sub may, in their sole discretion, extend the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, periods not in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as excess of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days each (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and which period shall not include the fifteen (B15) the number of Business Days remaining prior Day period referred to in clause (ii) above, but in no event beyond the Outside Date; provided, further, that the length of each such period to be determined by Merger Sub shall in no event be required its sole discretion. Notwithstanding the foregoing, if necessary to extend obtain a sufficient number of Common Shares (without regard to the Offer and the Expiration Date to a date later than the earlier to occur exercise of the termination Top-Up Option) to reach the Short-Form Threshold, Parent and Merger Sub may elect, without the consent of this Agreement in accordance with the Company, to Article VII provide a subsequent offering period (and the Outside Date.one or more extensions

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. (New York City time) p.m., Eastern Time on the twentieth date that is twenty business day (calculated as set forth days following the commencement of the Offer, determined in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following , unless otherwise agreed to in writing by Parent and the Offer Commencement Date Company (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoing, unless contrary contained in this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s parties’ respective termination rights to terminate this Agreement in accordance with Article VII)under Section 8, Merger Sub: (ix) Merger Sub shall extend the Offer and the Expiration Date from time to time: (1) for any period required by the Securities Laws, the interpretations and positions any Law or any interpretation or position of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer; (2) for periods the length of which shall be specified by Merger Sub or Parent (not to exceed ten Business Days per extension) until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act will have expired or as may be required by any other Governmental Authority, been terminated; and (ii3) if at any the request of the Company, if, as of the scheduled Expiration Date the Tender Date, any Offer Conditions shall Condition is not have satisfied and has not been satisfied or earlier waived by Parent or Merger Sub, for periods the length of which shall be specified by Merger Sub shall or Parent (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up not to exceed ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agreeper extension) to permit such Tender Offer Condition to be satisfied and (y) may extend the Offer from time to time, in its discretion (and without the consent of the Company or any other Person), if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Parent or Merger Sub, for periods the length of which shall be specified by Merger Sub or Parent (not to exceed ten Business Days per extension) to permit such Offer Condition to be satisfied; provided, however, that if, as in no event shall Merger Sub be required or permitted (without the prior written consent of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretionCompany) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside Date.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. the 20th Business Day following the commencement of the Offer (New York City time) on the twentieth business day (calculated as set forth in determined using Exchange Act Rule 14d-1(g)(3)). Merger Sub shall (and Parent shall cause Merger Sub to) and Rule 14e-1(a(i) under the Exchange Act) following extend the Offer Commencement Date for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer; and (ii) if, on the initial expiration date, date or such any subsequent date to as of which the expiration of the Offer is extended scheduled to expire, any Offer Condition shall not have been satisfied or waived, extend the Offer on one or more occasions in consecutive increments of up to ten Business Days each (or such longer period as the parties hereto may agree), until such time as such Offer Conditions shall have been satisfied or waived; provided, however, that (1) Merger Sub shall not be required to extend the Offer beyond the earlier of the date of a Conversion Event (if exercising its rights pursuant to and in accordance with Section 1.3 with respect to such Conversion Event), the terms Outside Date or the termination of this AgreementAgreement and (2) if, at any otherwise scheduled expiration of the “Offer, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be required to extend the Offer for one or more additional periods of at least five Business Days each but in no event shall Merger Sub or Parent be required to extend the Offer for more than twenty-five Business Days in the aggregate in such situation. The expiration date for the Offer, as the same may be extended from time to time, is referred to as the "Offer Expiration Date”." The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.1(c). Notwithstanding the foregoing, ) unless this Agreement has been is validly terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at applicable Law. In the event that this Agreement is terminated pursuant to Article VII prior to any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Subexpiration thereof, Merger Sub shall (and Parent shall be permitted cause Merger Sub to) extend promptly (and in any event within one Business Day of such termination), irrevocably and unconditionally terminate the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside DateOffer.

Expiration and Extension of the Offer. The Offer expiration date and time of the Offer, as the same may be extended from time to time in accordance with the terms of this Agreement, is herein referred to as the “Expiration Date”. The initial Expiration Date shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth business day date that is twenty (calculated 20) Business Days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act (the “Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under ARTICLE IX: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition is not satisfied (other than those conditions that unless such condition is waivable by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub or Parent and has been waived) Merger Sub shall, and Parent shall only be required (but shall have the right in its sole discretion) to cause Merger Sub to, extend the Offer and the Expiration Date for a single period equal additional periods of up to the shorter of ten (A) twenty (2010) Business Days per extension, to permit such Offer Condition to be satisfied; and (Bii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the number Offer from time to time for any period required by any Law, any interpretation or position of Business Days remaining prior the SEC, the staff thereof or the New York Stock Exchange applicable to the Outside DateOffer; provided, furtherhowever, that Merger Sub shall in no event shall Merger Sub (1) be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance with ARTICLE IX and (y) the End Date (such earlier occurrence, the “Extension Deadline”) or (2) be permitted to Article VII and extend the Outside DateOffer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City 12:00 a.m., Eastern time) , on the twentieth (20th) business day (calculated as set forth in determined using Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration commencement of the Offer is extended pursuant to (such date and in accordance with the terms of this Agreement, time being the “Initial Offer Expiration Date”). Notwithstanding ; provided, however, that if at the foregoingInitial Offer Expiration Date, unless any Offer Condition is not satisfied (other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived (to the extent permitted by this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VIIapplicable Law), (i) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer and the Expiration Date for any a period required of ten (10) business days (or a shorter period as agreed to by the Securities LawsParties). Thereafter, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any then scheduled Expiration Date expiration of the Tender Offer, any Offer Condition is not satisfied (other than any Offer Conditions shall not have been that are by their nature to be satisfied at the Acceptance Time) or earlier waived (to the extent permitted by Parent or Merger Subthis Agreement and applicable Law), Merger Sub shall, and Parent shall (and shall be permitted cause Merger Sub to) , extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to increments of ten (10) Business Days each after such previously scheduled Expiration Date business days (or such longer a shorter period as Parent and agreed to by the Company may agree) to permit such Tender Offer Condition to be satisfiedParties); provided, however, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time Parent and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only not be required (but shall have the right in its sole discretion) to so extend the Offer and (i) if any Offer Condition is not capable of being satisfied on or before the Expiration Outside Date for or (ii) to a single period equal date subsequent to the shorter earlier of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the valid termination of this Agreement in accordance with Section 9.01 or (B) the Outside Date (the earlier of which, the “Extension Deadline”). Notwithstanding anything in the immediately preceding sentences of this Section 1.01(d) to Article VII the contrary, if at any then scheduled expiration of the Offer, all of the Offer Conditions (other than the Minimum Tender Condition and any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) have been satisfied or waived (to the extent permitted by this Agreement and applicable Law) and the Outside DateMinimum Tender Condition has not been satisfied, Parent and Merger Sub shall not be required to extend the Offer for more than two (2) additional consecutive increments of ten (10) business days (or such shorter periods as agreed to by the Parties); provided, however, that in no event shall Parent or Merger Sub be required to extend the Offer beyond the Extension Deadline. In addition, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or the Nasdaq Global Select Market (“Nasdaq”) or the staff thereof applicable to the Offer. In no event shall Parent or Merger Sub be permitted to extend the Offer beyond the Extension Deadline without the prior consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. (New York City time) on the twentieth business day (calculated 20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) following the Offer Commencement Date (the initial expiration date“Initial Expiration Date”, and such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8.1: (i) if, as of the scheduled Expiration Date, any Offer Condition (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to such Offer Conditions being capable of being satisfied) is not satisfied and has not been waived, Merger Sub shall may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) per extension, to permit such Tender Offer Condition to be satisfied; (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for, without the consent of the Company: (A) any period required by applicable Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten (10) Business Days per extension, until the Regulatory Condition (solely with respect to an order, injunction or investigation (relating to Antitrust Laws)) has been satisfied; (iii) if, as of the scheduled Expiration Date, any Offer Condition (other than the Minimum Condition and those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, Merger Sub shall (and Parent shall cause Merger Sub to), at the written request of the Company, extend the Offer on one or more occasions for an additional period of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied; and (iv) if, as of the scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to such Offer Conditions being capable of being satisfied) have been satisfied or waived, at the written request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one (1) occasion for an additional period specified by the Company of up to ten (10) Business Days to permit the Minimum Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event shall Merger Sub be required to extend the Offer and beyond (x) the Expiration Date to a date later than the earlier to occur of the valid termination of this Agreement in accordance with Section 8.1 or (y) the End Date. Merger Sub shall not terminate the Offer prior to Article VII and any scheduled Expiration Date without the Outside Dateprior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one (1) minute after 11:59 p.m. (p.m., New York City time) , on the twentieth business (20th) Business Day following (and including the day of) commencement of the Offer (calculated as set forth in determined pursuant to Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following ). Subject to the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration rights of the Offer is extended parties to terminate this Agreement pursuant to and in accordance with Article VIII: (i) Merger Sub shall be required to, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or NYSE American applicable to the Offer (including in order to comply with Rule 14e-1(b) under the Exchange Act in respect of any change in the Offer Price) and (ii) Merger Sub may, in its sole discretion (without the consent of the Company), and if requested by the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions for any period, if, as of any Offer Expiration Time, any Offer Condition is not satisfied or waived in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or until such time as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender all Offer Conditions shall not have been are satisfied or earlier waived by Parent or Merger Subwaived; provided, that if the sole such unsatisfied Offer Condition is the Minimum Tender Condition, Merger Sub shall not, and shall not be required to (and Parent shall not be permitted required to cause Merger Sub to) ), extend the Offer and the Expiration Date on one or for more occasions, than six (6) occasions in consecutive increments, up to ten periods of five (105) Business Days each after such previously scheduled Expiration Date (or such longer or shorter period as Parent and the Company parties hereto may agree) to permit such Tender Offer Condition to be satisfiedagree in writing); provided, further, that if, as of the any then-scheduled Offer Expiration DateTime, all of the sole unsatisfied Tender Offer Condition Conditions other than the occurrence of the No-Shop Period Start Date (and other than those conditions that by their nature are to be satisfied at the Acceptance Time and Offer Expiration Time) have been satisfied or waived in accordance with the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Conditionterms hereof, Merger Sub shall, and Parent shall only be required (but shall have the right in its sole discretion) to cause Merger Sub to, extend the Offer and until one minute after 11:59 p.m. (New York City time) on the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining day prior to the Outside Date; providedNo-Shop Period Start Date or, furtherif such date is not a Business Day, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside Datefirst Business Day thereafter.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute after 11:59 p.m. 9:00 a.m. (New York City time) on the twentieth twenty-first (21st) business day following (calculated as set forth in Rule 14d-1(g)(3and including the day of) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration commencement of the Offer is extended (determined pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”Exchange Act Rule 14d-1(g)(3)). Notwithstanding Merger Sub may extend the foregoing, unless this Agreement has been terminated in accordance Offer Expiration Time at any time with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), written consent. Merger Sub (i) shall (and Parent shall cause Merger Sub shall to) extend the Offer and the Expiration Date for any period required by the Securities Lawsany rule, the interpretations and positions regulation, interpretation or position of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ staff thereof or NYSE applicable to the Offer (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price) or as may be required by any other Governmental Authority, and (ii) if at if, as of any scheduled Offer Expiration Date the Tender Time, any Offer Conditions shall Condition is not have satisfied and has not been satisfied or earlier waived by Parent or Merger Subwaived, Merger Sub shall (and shall be permitted to) may extend the Offer and Offer, without the Expiration Date Company’s consent, on one or more occasions, occasions in consecutive increments, increments of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer or shorter period as Parent and the Company parties hereto may agree) to permit ), until such Tender time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, that ifhowever, that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the End Date and the termination of this Agreement. If, as of each and every Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub in accordance with this Agreement, then at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer Expiration Time on one or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer or shorter period as the parties hereto may agree), until such time as all Offer Conditions are satisfied or waived; provided, however, that Merger Sub shall not be required to extend the Offer beyond the earlier of the End Date and the termination of this Agreement; provided further, that, if the Minimum Tender Condition is the sole then-scheduled unsatisfied Offer Condition as of any Offer Expiration DateTime, so long as the Minimum Tender Condition remains as the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date Time for a single period equal additional periods not to the shorter exceed an aggregate of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside DateDays.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the date that is the twentieth business day (calculated 20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a14e- 1(a) under the Exchange Act) following , unless otherwise agreed to in writing by Parent and the Offer Commencement Date Company (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date” and the initial Expiration Date, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under ARTICLE 9: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Lawsif, the interpretations and positions as of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any then scheduled Expiration Date the Tender Date, any Offer Conditions shall Condition is not have satisfied and has not been satisfied or earlier waived by Parent or Merger SubPurchaser if permitted hereunder, Merger Sub then Purchaser shall and Parent shall cause Purchaser to (and shall be permitted to) without the consent of the Company or any other Person), extend the Offer and the Expiration Date on one or more occasions, occasions in consecutive increments, for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date per extension (or such longer period as Parent and may be requested by the Company may agree) Company), to permit such Tender Offer Condition Conditions to be satisfiedsatisfied (subject to the right of Parent or Purchaser to waive any Offer Condition, other than the Minimum Condition); and (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for any period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; provided, however, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub no event shall only Purchaser be required (but shall have or, without the right in its sole discretionprior written consent of the Company, permitted) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to beyond a date later than the earlier End Date. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to occur any scheduled Expiration Date without the prior written consent of the termination of Company except in the event that this Agreement is terminated in accordance with to Article VII and the Outside Date.ARTICLE 9. (d)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the twentieth 20th business day (calculated following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) following the Offer Commencement Date (the initial expiration date, “Initial Expiration Date,” and such date and time or such subsequent date and time to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender (A) any Offer Condition (other than those conditions that the Minimum Condition) is not satisfied and has not been waived or (B) the Minimum Condition is not satisfied and prior to such then-scheduled Expiration Date an Acquisition Proposal (x) has been publicly announced and not publicly withdrawn or (y) has not been publicly announced but has been received by their nature are the Company and not withdrawn, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for additional periods of up to ten business days per extension (or for such longer period as may be agreed to by Parent and the Company), to permit such Offer Condition to be satisfied at satisfied; (ii) Purchaser shall extend the Acceptance Time Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension (or for such longer period as may be agreed to by Parent and the condition Company), until (1) any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any other Antitrust Laws in a jurisdiction identified in Part 6.2(c) of the Company Disclosure Schedule shall have expired or been terminated or (2) if a declaration or notification has been made to or requested by CFIUS with respect to the delivery Transactions, the CFIUS Action with respect to such declaration or notification has occurred, or if a declaration, notification or report form has been filed or is required to be filed with the applicable Governmental Body under any Foreign Direct Investment Laws, including the NSIA, with respect to the Transaction, the applicable consent, approval or clearance with respect to such declaration, notification or report has been obtained; and (iii) if, as of certificates referenced in paragraph the scheduled Expiration Date, any Offer Condition (5) of Exhibit A) is other than the Minimum Condition) is not satisfied and has not been waived, Merger Sub at the request of the Company, Purchaser shall only extend the Offer on one or more occasions for an additional period of up to ten business days per extension (or for such longer period as may be agreed to by Parent and the Company), to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required (but shall have the right in its sole discretion) to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8 and (y) the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. In addition, if, at the otherwise scheduled Expiration Date, each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived and the Expiration Date Minimum Condition shall not have been satisfied, Purchaser shall extend the Offer on up to two consecutive occasions, for a single an additional period equal of up to ten business days per extension (or for such longer period as may be agreed to by Parent and the shorter of (A) twenty (20) Business Days and (B) Company), to permit the number of Business Days remaining prior Minimum Condition to be satisfied; provided, however, that Purchaser shall not be required to extend the Outside DateOffer pursuant to this sentence on more than two occasions; provided, further, that Merger Sub Purchaser shall in no event not be required to to, and Purchaser shall not, under any circumstances extend the Offer and beyond the Extension Deadline. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date to a date later than without the earlier to occur prior written consent of the termination of Company except in the event that this Agreement in accordance with is terminated pursuant to Article VII and the Outside DateSection 8.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute after 11:59 p.m. midnight (New York City time) on the twentieth business 20th Business Day following (and including the day (calculated as set forth in Rule 14d-1(g)(3of) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration commencement of the Offer (determined pursuant to Exchange Act Rule 14d-1(g)(3)). Merger Sub may extend the Offer Expiration Time at any time with the Company’s written consent. Merger Sub may, without the Company’s consent, (i) extend the Offer for any period required by any Applicable Law or interpretation or position of the SEC or the staff thereof or NYSE applicable to the Offer (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price) or (ii) if, as of any Offer Expiration Time, any Offer Condition is extended not satisfied and has not been waived, extend the Offer on one or more occasions in consecutive increments of up to 10 Business Days each (or such longer period as the parties hereto may mutually agree), until such time as all Offer Conditions are satisfied or waived; provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the End Date and the termination of this Agreement. Without limiting the rights of the parties to terminate this Agreement pursuant to and in accordance with the terms Article 8, if, as of any Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub in accordance with this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date Time on one or more occasions, occasions in consecutive increments, up to ten (10) increments of 10 Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company parties hereto may mutually agree) to permit ), until such Tender time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, furtherhowever, that Merger Sub shall in no event not be required to extend the Offer and beyond the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside End Date.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) Eastern Time on the twentieth date that is 20 business day days (calculated determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the initial expiration dateCompany) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the foregoingcontrary contained in this Agreement, unless this Agreement has been terminated in accordance with Article VII (and but subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under ‎Article 8: (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender any Offer Condition is not satisfied (other than those conditions that unless such condition is waivable by their nature are to be satisfied at the Acceptance Time Purchaser or Parent and the condition with respect to the delivery of certificates referenced in paragraph (5has been waived) of Exhibit A) is the Minimum ConditionPurchaser shall, Merger Sub and Parent shall only be required (but shall have the right in its sole discretion) to cause Purchaser to, extend the Offer for additional periods of up to 10 business days per extension (with each such period to end one minute after 11:59 p.m. Eastern Time on the last business day of such period) (or such other duration as may be agreed in writing by Parent and the Expiration Date Company), to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for a single any period equal required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof, NASDAQ or the staff thereof applicable to the shorter of Offer; provided, however, that in no event shall Purchaser (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (x) the valid termination of this Agreement in accordance with to Article VII ‎Article 8 and (y) the Outside DateEnd Date (such earlier occurrence, the “Extension Deadline”) or (B) extend the Offer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Subject to the terms and conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (midnight, New York City time) Time, on the twentieth date that is twenty (20) business day days (for this purpose calculated as set forth in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act) following after the date the Offer Commencement Date is commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act)(the “Initial Expiration Date”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff of the SEC or the Nasdaq Global Select Market that is applicable to the Offer, (ii) in the event that any of the conditions to the Offer set forth on Annex A hereto are not satisfied or waived as of any then scheduled expiration date of the Offer, Merger Sub shall extend the Offer for successive extension periods of not more than ten (10) Business Days each in order to permit the satisfaction of the conditions to the Offer (the initial expiration dateInitial Expiration Date, or such subsequent later date to which the expiration of the Offer is Initial Expiration Date has been extended pursuant to and in accordance with the terms of this Agreement, is referred to as the “Expiration Date”). Notwithstanding ; provided, however, that notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Company’s and Parent’s respective rights to terminate this Agreement in accordance with Article VII), foregoing clauses (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Subof this Section 2.1(d), Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event shall Merger Sub be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (A) the date this Agreement is terminated pursuant to Section 10.1 hereof or (B) the date that is 180 days after the date hereof (the “Outside Date”); and provided further, that the foregoing clauses (i) and (ii) of this Section 2.1(d) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to Section 10.1 hereof, and (iii) Merger Sub may, in its discretion (and without the consent of the Company or any other Person), elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Section 2.1(f). Merger Sub shall not and Parent agrees that it shall cause Merger Sub not to terminate or withdraw the Offer other than in connection with an effective termination of this Agreement in accordance with pursuant to Article VII and the Outside DateSection 10.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the twentieth 20th business day (calculated following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following , unless otherwise agreed to in writing by Parent and the Offer Commencement Date Company (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject Subject to the Company’s and Parent’s Parties’ respective termination rights to terminate this Agreement in accordance with Article VII), under Section 8: (i) Merger Sub shall if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, and if permitted hereunder and under any applicable Laws, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, in consecutive increments, for additional periods of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) business days per extension, to permit such Tender Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for (A) any period required by any applicable Law, any interpretation or position of the SEC or its staff or Nasdaq or its staff, in each case, applicable to the Offer and (B) periods of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer on one or more occasions, for additional periods of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, furtherhowever, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer and beyond the Expiration Date to a date later than the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8 and (y) the End Date; (2) be permitted to Article VII extend the Offer beyond the Extension Deadline without the prior written consent of the Company; or (3) be required to extend the Offer for more than three additional consecutive increments of ten business days if at any then scheduled Expiration Date, all of the Offer Conditions (other than the Minimum Condition and any Offer Conditions that are by their nature to be satisfied at the Offer Acceptance Time) have been satisfied or waived and the Outside Minimum Condition has not been satisfied. Purchaser may not terminate or withdraw the Offer prior to any scheduled Expiration Date (or any rescheduled Expiration Date) without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Section 8.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute after following 11:59 p.m. (New York City time) p.m., Eastern Time, on the date that is the twentieth business day (calculated 20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following , unless otherwise agreed to in writing by Parent and the Offer Commencement Date Company (the initial expiration date, such date or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding Subject to the foregoingParties’ respective termination rights under Article 9: (i) if, unless this Agreement has been terminated in accordance with Article VII as of the scheduled Expiration Date, any Offer Condition is not satisfied (and subject to the Company’s and Parent’s respective rights right of Parent or Merger Sub to terminate this Agreement in accordance with Article VIIwaive any Offer Condition, other than the Minimum Condition, the Termination Condition, the Regulatory Condition or the Order Condition), (i) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, occasions (in consecutive increments), for an additional period of up to ten (10) Business Days each after such previously scheduled Expiration Date per extension (or such longer period as Parent and may be requested by the Company may agree) Company), to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition and (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5ii) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but and Parent shall have the right in its sole discretioncause Merger Sub to) to extend the Offer and from time to time for any period required by any Law, any interpretation or position of the Expiration Date for a single period equal SEC, the staff thereof or Nasdaq applicable to the shorter of Offer; provided, however, that in no event shall Merger Sub (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than beyond the earlier to occur of (the “Extension Deadline”): (x) the valid termination of this Agreement in compliance with Article 9 and (y) the first (1st) Business Day immediately following the End Date or (B) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Xxxxxx Sub agrees that it shall not, and Parent shall not permit or authorize Merger Sub to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is validly terminated in accordance with to Article VII and the Outside Date9.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute after 11:59 p.m. 9 A.M. (New York City Philadelphia, Pennsylvania time) on the twentieth business twenty-first (21st) Business Day following (and including the day (calculated as set forth in Rule 14d-1(g)(3of) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (the initial expiration date, or such subsequent date to which the expiration commencement of the Offer is extended (determined pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”Exchange Act Rule 14d-1(g)(3)). Notwithstanding Merger Sub may extend the foregoing, unless this Agreement has been terminated in accordance Offer Expiration Time at any time with Article VII (and subject to the Company’s and Parentwritten consent. Merger Sub may, without the Company’s respective rights to terminate this Agreement in accordance with Article VII)consent, (i) Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Lawsany rule, the interpretations and positions regulation, interpretation or position of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ staff thereof or NYSE applicable to the Offer (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price) or as may be required by any other Governmental Authority, and (ii) if at if, as of any scheduled Offer Expiration Date the Tender Time, any Offer Conditions shall Condition is not have satisfied and has not been satisfied or earlier waived by Parent or Merger Subwaived, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, occasions in consecutive increments, increments of up to ten (10) Business Days each after such previously scheduled Expiration Date (or such longer or shorter period as Parent and the Company parties hereto may agree) to permit ), until such Tender time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, that however, that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the End Date and the termination of this Agreement. Without limiting the rights of the parties to terminate this Agreement pursuant to and in accordance with ARTICLE 8, if, as of any Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub in accordance with this Agreement, then at the then-scheduled written request of the Company, Merger Sub shall extend the Offer Expiration DateTime on one or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer or shorter period as the parties hereto may agree), until such time as all Offer Conditions are satisfied or waived; provided, however, that Merger Sub shall not be required to extend the Offer beyond the earlier of the End Date and the termination of this Agreement; provided, further, that, if the Minimum Tender Condition is the sole then unsatisfied Offer Condition as of any Offer Expiration Time, so long as the Minimum Tender Condition remains as the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date Time for a single period equal additional periods not to the shorter exceed an aggregate of thirty (A) twenty (2030) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event be required to extend the Offer and the Expiration Date to a date later than the earlier to occur of the termination of this Agreement in accordance with to Article VII and the Outside DateDays.