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 midnight, New York City time, on the date that is the later of (1) thirty Business Days after the date of this Agreement and (2) twenty Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date the Offer is first commenced within the meaning of Rule 14d-2 under the Exchange Act (the initial expiration date, or any subsequent date to which the Offer is extended pursuant to this Agreement, the “Expiration Date”). Notwithstanding the first sentence of this Section 2.1(e), (i) Merger Sub shall extend the Offer for any period required by any Law or Order, or any rule or regulation of the NASDAQ that is applicable to the Offer, (ii) if all of the Offer Conditions are not satisfied or waived (if permitted hereunder) as of any then scheduled Expiration Date of the Offer, Merger Sub may and, if requested in writing by the Company, Merger Sub shall, extend the Offer for successive extension periods of up to ten Business Days each (or such longer period as the parties may agree) until the Offer Conditions are satisfied or waived, and (iii) if upon the acceptance of, and payment for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as of any then scheduled Expiration Date, Parent and Merger Sub collectively would not beneficially own at least 90% of the shares of Company Common Stock, then Merger Sub may, without the consent of the Company, extend the Offer for successive extension periods of up to ten Business Days each (or such longer period as the parties may agree); provided, however, that the foregoing clauses (i), (ii) or (iii) of this Section 2.1(e) shall not (x) be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to Article X, (y) require the extension of the Offer if such extension is prohibited by any Law or Order or any rule or regulation of the SEC or the NASDAQ, in any such case which is applicable to the Offer or (z) require Merger Sub to extend the Offer beyond the Outside Date or at any time Merger Sub or Parent is then permitted to terminate this Agreement pursuant to Article X. Neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is terminated in accordance with Article X, in which case Merger Sub shall (and Parent shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one Business Day) after such termination of this Agreement. Notwithstanding anything to the contrary in this Section 2.1(e), if this Agreement is terminated pursuant to Section 10.1, then Merger Sub shall promptly (and, in any event, within two Business Days of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 10.1, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof to the extent required by the terms of the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight, midnight (New York City time, ) on the date that is the later of (1) thirty Business Days after the date of this Agreement and (2) twenty Business Days 20th business day (calculated as set forth in accordance with Rule 14d-1(g)(3) under the Exchange Act) after following the date commencement of the Offer is first commenced within the meaning of Rule 14d-2 under the Exchange Act (the initial expiration date, or any 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 first sentence of this Section 2.1(e)foregoing, (i) Merger Sub shall extend the Offer Expiration Date for any period required by any Law or Orderthe Securities Laws, or any rule or regulation the interpretations and positions of the NASDAQ that is SEC and its staff with respect thereto or the rules and regulations of the New York Stock Exchange (the “NYSE”) applicable to the Offer, Offer or as may be required by any other Governmental Entity and (ii) if all of the Offer Conditions are not satisfied or waived (if permitted hereunder) as of any then scheduled Expiration Date of the Offer, Merger Sub may and, if requested in writing by the Company, Merger Sub shall, extend the Offer for successive extension periods of up to ten Business Days each (or such longer period as the parties may agree) until the Offer Conditions are satisfied or waived, and (iii) if upon the acceptance for payment of, and payment for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer as of any then scheduled Expiration DateOffer, Parent and Merger Sub collectively would not beneficially own at least 90% of the Shares then outstanding on a fully-diluted basis (assuming the issuance of all shares of Common Stock issuable upon exercise of all outstanding Company Stock Options (as defined in Section 3.05(a)), Company SARs (as defined in Section 3.05(b)), warrants and other rights to purchase shares of Common StockStock and, then for this purpose, the delivery to Merger Sub of the Top-Up Option Shares (as defined in Section 1.04(a)) pursuant to the exercise in full of the Top-Up Option (as defined in Section 1.04(a))), Merger Sub may, and the Offer Documents shall preserve the right to, without the consent of the Company (but subject to prior consultation with the Company), elect to provide a “subsequent offering period” for the Offer in accordance with Rule 14d-11 under the Exchange Act of not more than 15 business days, as determined by Merger Sub in consultation with the Company; provided, however, that, in accordance with Rule 14d-11 under the Exchange Act, Merger Sub shall immediately accept for payment and promptly (and in any event within three business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)) pay for all Shares tendered during any such subsequent offering period. Unless this Agreement has been terminated in accordance with Article IX (and subject to each Party’s rights to terminate this Agreement in accordance with Article IX), if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived, Merger Sub shall extend the Offer for successive extension periods of up and the Expiration Date to ten Business Days each (or a date that is not more than 10 business days after such longer period as the parties may agree)previously scheduled Expiration Date; provided, however, that the foregoing clauses (i), (ii) or (iii) of this Section 2.1(e) Merger Sub shall not (x) be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to Article X, (y) require the extension of the Offer if such extension is prohibited by any Law or Order or any rule or regulation of the SEC or the NASDAQ, in any such case which is applicable to the Offer or (z) require Merger Sub required to extend the Offer beyond and the Expiration Date to a date later than the Outside Date or at any time Merger Sub or Parent is then permitted to terminate this Agreement pursuant to Article X. Neither Parent nor (as defined in Section 9.01(b)(i)). Merger Sub shall not terminate or withdraw the Offer without the prior to the then scheduled expiration written consent of the Offer unless Company other than in connection with the termination of this Agreement in accordance with Article IX. In the event this Agreement is terminated in accordance with pursuant to Article XIX prior to any scheduled Expiration Date, in which case Merger Sub shall promptly (and Parent shall cause Merger Sub toin any event within 48 hours of such termination) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one Business Day) after such termination of this Agreement. Notwithstanding anything to the contrary in this Section 2.1(e), if this Agreement is terminated pursuant to Section 10.1, then Merger Sub shall promptly (and, in any event, within two Business Days of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 10.1, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof to the extent required by the terms of the Offer.

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 midnight, New York City time, on the date that is the later of twenty (120) thirty Business Days after the date of business days (for this Agreement and (2) twenty Business Days (calculated purpose determined as set forth in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date following the Offer is first commenced within Commencement Date at midnight Eastern Time (unless otherwise agreed to in writing by Parent and the meaning of Rule 14d-2 under the Exchange Act Company) (the initial expiration date, “Initial Expiration Date,” such date or any such subsequent date to which the expiration of the Offer is extended pursuant to in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the first sentence of contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 2.1(e), 8: (i) Merger Sub 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 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 for any from time to time for: (A) the minimum period required by any Law Legal Requirement, interpretation or Order, or any rule or regulation position of the SEC or its staff or NASDAQ that is or its staff, in each case, applicable to the Offer, ; and (iiB) if all of the Offer Conditions are not satisfied or waived (if permitted hereunder) as of any then scheduled Expiration Date of the Offer, Merger Sub may and, if requested in writing by the Company, Merger Sub shall, extend the Offer for successive extension periods of up to ten Business Days each (or such longer 10) business days per extension, until any waiting period as (and any extension thereof) applicable to the parties may agree) until consummation of the Offer Conditions are satisfied under the HSR Act and any foreign antitrust or waived, competition-related Legal Requirement shall have expired or been terminated; and (iii) if upon the acceptance ofif, and payment for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as of any then the scheduled Expiration Date, Parent any Offer Condition is not satisfied and Merger Sub collectively would has not beneficially own been waived, at least 90% of the shares of Company Common Stock, then Merger Sub may, without the consent request of the Company, Purchaser shall extend the Offer on one or more occasions for successive extension periods an additional period of up to ten Business Days each (or 10) business days per extension, to permit such longer period as the parties may agree)Offer Condition to be satisfied; provided, however, that the foregoing clauses in no event shall Purchaser: (i), (ii) or (iii) of this Section 2.1(e) shall not (x1) be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to Article X, (y) require the extension of the Offer if such extension is prohibited by any Law or Order or any rule or regulation of the SEC or the NASDAQ, in any such case which is applicable to the Offer or (z) require Merger Sub required to extend the Offer beyond the Outside Date or at any time Merger Sub or Parent is then permitted earliest to terminate this Agreement pursuant to Article X. Neither Parent nor Merger Sub shall terminate or withdraw occur of (the Offer prior to “Extension Deadline”) (x) the then scheduled expiration of the Offer unless this Agreement is terminated in accordance with Article X, in which case Merger Sub shall (and Parent shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one Business Day) after such valid termination of this Agreement. Notwithstanding anything Agreement in compliance with Section 8 and (y) the End Date; or (2) be permitted to the contrary in this Section 2.1(e), if this Agreement is terminated pursuant to Section 10.1, then Merger Sub shall promptly (and, in any event, within two Business Days of such termination), irrevocably and unconditionally terminate the Offer. If extend the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 10.1, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to beyond the registered holders thereof to Extension Deadline without the extent required by the terms prior written consent of the OfferCompany.