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 20th business day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (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, (i) Merger Sub shall 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 the New York Stock Exchange (the “NYSE”) applicable to the Offer or as may be required by any other Governmental Entity and (ii) if upon the acceptance for payment of, and payment for, all Shares validly tendered and not withdrawn pursuant to the Offer, Parent and Merger Sub collectively would not beneficially own at least 90% of the Shares then outstanding on a fully-diluted basis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 Stock and, 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 and the Expiration Date to a date that is not more than 10 business days after such previously scheduled Expiration Date; provided, however, that Merger Sub shall not be required to extend the Offer and the Expiration Date to a date later than the Outside Date (as defined in Section 9.01(b)(i)). 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 IX. In the event this Agreement is terminated pursuant to Article IX prior to any scheduled Expiration Date, Merger Sub shall promptly (and in any event within 48 hours of such termination) irrevocably and unconditionally terminate 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 20th business day date that is the later of (1) thirty Business Days after the date of this Agreement and (2) twenty Business Days (calculated as set forth in accordance with Rule 14d-1(g)(3) under the Exchange Act) following after the commencement of date the Offer is first commenced within the meaning of Rule 14d-2 under the Exchange Act (the initial expiration date, or such any 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 foregoingfirst sentence of this Section 2.1(e), (i) Merger Sub shall extend the Expiration Date Offer for any period required by the Securities Lawsany Law or Order, the interpretations and positions or any rule or regulation of the SEC and its staff with respect thereto or the rules and regulations of the New York Stock Exchange (the “NYSE”) 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 be required and, if requested in writing by any other Governmental Entity 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 (iiiii) if upon the acceptance for payment of, and payment for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the OfferOffer as of any then scheduled Expiration Date, 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 Company Common Stock issuable upon exercise of all outstanding Company Stock Options (as defined in Section 3.05(a))Stock, Company SARs (as defined in Section 3.05(b)), warrants and other rights to purchase shares of Common Stock and, 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))), then 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 and for successive extension periods of up to ten Business Days each (or such longer period as the Expiration Date to a date that is not more than 10 business days after such previously scheduled Expiration Dateparties 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 shall not be required to extend the Offer and the Expiration Date to a date later than beyond the Outside Date (as defined in Section 9.01(b)(i)). 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 not terminate or withdraw the Offer without prior to the prior written consent then scheduled expiration of the Company other than in connection with the termination of Offer unless this Agreement is terminated in accordance with Article IXX, 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. In Notwithstanding anything to the event contrary in this Section 2.1(e), if this Agreement is terminated pursuant to Article IX prior to any scheduled Expiration DateSection 10.1, then Merger Sub shall promptly (and and, in any event event, within 48 hours 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 twenty (New York City time20) on the 20th business day days (calculated for this purpose determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) following the commencement of Offer Commencement Date at midnight Eastern Time (unless otherwise agreed to in writing by Parent and the Offer Company) (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, but subject to the Parties’ respective termination rights under Section 8: (i) Merger Sub shall extend the Expiration Date for any period required by the Securities Lawsif, the interpretations and positions as of the SEC scheduled Expiration Date, any Offer Condition is not satisfied and its staff with respect thereto or the rules and regulations of the New York Stock Exchange (the “NYSE”) applicable to the Offer or as may be required by any other Governmental Entity and (ii) has not been waived if upon the acceptance for payment ofpermitted hereunder, and payment for, all Shares validly tendered and not withdrawn pursuant to the Offer, 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 Stock and, 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 Purchaser may, in its discretion (and the Offer Documents shall preserve the right to, without the consent of the Company (but subject to prior consultation with the Companyor any other Person), elect to provide a “subsequent offering period” for extend the Offer in accordance with Rule 14d-11 under the Exchange Act on one or more occasions, for an additional period 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 up to ten (and in any event within three 10) business days per extension, to permit such Offer Condition to be satisfied; (calculated as set forth in Rule 14d-1(g)(3ii) 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 Purchaser shall extend the Offer from time to time for: (A) the minimum period required by any Legal Requirement, interpretation or position of the SEC or its staff or NASDAQ or its staff, in each case, applicable to the Offer; and the Expiration Date (B) periods of up to a date that is not more than 10 ten (10) business days after such previously 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 (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, to permit such Offer Condition to be satisfied; provided, however, that Merger Sub in no event shall not Purchaser: (1) be required to extend the Offer beyond the earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8 and (y) the Expiration Date End Date; or (2) be permitted to a date later than the Outside Date (as defined in Section 9.01(b)(i)). Merger Sub shall not terminate or withdraw extend the Offer beyond the Extension Deadline without the prior written consent of the Company other than in connection with the termination of this Agreement in accordance with Article IX. In the event this Agreement is terminated pursuant to Article IX prior to any scheduled Expiration Date, Merger Sub shall promptly (and in any event within 48 hours of such termination) irrevocably and unconditionally terminate the OfferCompany.