Common use of Expiration Date; Extensions and Amendment Clause in Contracts

Expiration Date; Extensions and Amendment. (i) The initial expiration date of the Offer shall be at midnight, Eastern time on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). Subject to the immediately succeeding sentence, the Parent and the Purchaser expressly reserve the right to (A) increase the Offer Price and (B) waive any of the Offer Conditions. Notwithstanding anything to the contrary contained in this Agreement, neither the Parent nor the Purchaser shall (without the prior written consent of the Company): (1) change the form of consideration payable in the Offer, decrease the Offer Price or change the Offer so that it is for fewer than all of the outstanding shares of Company Common Stock; (2) increase the Offer Price in an increment of less than $0.25 per share except in response to a Recommendation Change Notice or a Superior Proposal Notice; (3) extend or otherwise change the expiration date of the Offer, except pursuant to Section 1.1(b)(ii); (4) change or waive the Minimum Condition; (5) amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner that is adverse to holders of shares of Company Common Stock (in their capacities as such) or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of the Parent or the Purchaser to consummate the Offer, the Merger or the other transactions contemplated by this Agreement; or (6) impose any condition to the Offer other than the Offer Conditions. Other than the Minimum Condition, the Offer Conditions are for the sole benefit of the Parent and the Purchaser and, accordingly, the Parent and the Purchaser may waive any such Offer Conditions, in whole or in part, at any time and from time to time prior to the expiration of the Offer, in their sole and absolute discretion. The failure by the Parent and the Purchaser at any time to exercise the foregoing right to waive any Offer Condition (other than the Minimum Condition) shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

Expiration Date; Extensions and Amendment. (i) The initial expiration date of the Offer shall be initially expire at midnight, Eastern time on time, at the end of the day that is the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). Subject to the immediately succeeding sentence, the Parent and the Purchaser expressly reserve the right right, in their sole and absolute discretion, to (A) increase the Offer Price and Price, (B) waive any of the Offer Conditions, in whole or in part, at any time and from time to time prior to the Acceptance Time and (C) make other changes in the terms and conditions of the Offer prior to the Acceptance Time to the extent not inconsistent with the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither the Parent nor the Purchaser shall (without the prior written consent of the CompanyCompany in its sole and absolute discretion): (1) change the form of consideration payable in the Offer, decrease the Offer Price, increase the Offer Price in an increment of less than $0.25 per share or change the Offer so that it is for fewer than all of the outstanding shares of Company Common StockStock (other than shares of Company Common Stock to be cancelled or converted in accordance with Section 2.6(b)); (2) increase except pursuant to Section 1.1(b)(ii) or Section 1.1(f), terminate the Offer Price in an increment of less than $0.25 per share except in response to a Recommendation Change Notice or a Superior Proposal Notice; (3) accelerate, extend or otherwise change the expiration date of the Offer, except pursuant to Section 1.1(b)(ii); (3) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11promulgated under the Exchange Act; (4) amend, change or waive the Minimum ConditionCondition or the condition in clause (c)(v) of Annex I; (5) amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner that is adverse to holders of shares of Company Common Stock (in their capacities as such) or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of the Parent or the Purchaser to consummate the Offer, the Merger or the other transactions contemplated by this Agreement; (6) amend, modify or supplement any of the terms of the Offer (other than the Offer Conditions) in any manner that is adverse to holders of shares of Company Common Stock or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of the Parent or the Purchaser to consummate the Offer, the Merger or the other transactions contemplated by this Agreement; or (67) impose any condition to the Offer other than the Offer Conditions. Other than the Minimum Condition, the Offer Conditions are for the sole benefit of the Parent and the Purchaser and, accordingly, the Parent and the Purchaser may waive any such Offer Conditions, in whole or in part, at any time and from time to time prior to the expiration of the Offer, in their sole and absolute discretion. The failure by the Parent and the Purchaser at any time to exercise the foregoing right to waive any Offer Condition (other than the Minimum Condition) shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

Expiration Date; Extensions and Amendment. (i) The initial expiration date of the Offer shall be initially expire at midnightone minute after 11:59 p.m., Eastern time time, on the day that is the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). Subject to the immediately succeeding sentence, the Parent and the Purchaser expressly reserve the right to (A) increase the Offer Price and (B) the right to waive any of the Offer Conditions. Notwithstanding anything to the contrary contained in this Agreement, neither the Parent nor the Purchaser shall (without the prior written consent of the CompanyCompany in its sole and absolute discretion): (1A) change the form of consideration payable in the Offer, decrease the Offer Price Price, decrease the maximum number of shares sought to be purchased in the Offer or otherwise change the Offer so that it is for fewer than all of the outstanding shares of Company Common Stock; (2) increase the Offer Price in an increment of less than $0.25 per share except in response to a Recommendation Change Notice or a Superior Proposal Notice; (3B) extend or otherwise change the expiration date of the Offer, except pursuant to the extent permitted or required by Section 1.1(b)(ii); (4C) terminate the Offer except pursuant to Section 1.1(f); (D) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act; (E) amend, change or waive the Minimum ConditionCondition or the Offer Conditions set forth in clauses (b)(i) and (d) of Annex I; (5F) amend, modify or supplement any of the Offer Conditions Condition or the terms of the Offer in any manner that is adverse to holders of shares of Company Common Stock (in their capacities as such) or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of the Parent or the Purchaser to consummate the Offer, the Merger or the other transactions contemplated by this Agreement; or (6G) impose any condition to the Offer other than the Offer Conditions. Other than For the Minimum Conditionavoidance of doubt, the Offer Conditions are for Purchaser shall not, without the sole benefit prior written consent of the Parent and the Purchaser and, accordingly, the Parent and the Purchaser may waive any such Offer Conditions, Company in whole or in part, at any time and from time to time prior to the expiration of the Offer, in their its sole and absolute discretion. The failure by the Parent and , accept for payment or pay for any shares of Company Common Stock if, as a result, the Purchaser at any time to exercise the foregoing right to waive any Offer Condition (other would acquire less than the number of shares of Company Common Stock necessary to satisfy the Minimum ConditionCondition or if any of the Offer Conditions set forth in clauses (b)(i) shall and (d) of Annex I are not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to timesatisfied.

Expiration Date; Extensions and Amendment. (i) The initial expiration date of the Offer shall be initially expire at midnightone minute after 11:59 p.m., Eastern time time, on the day that is the 20th Business Day business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). Subject to the immediately succeeding sentence, the Parent and the Purchaser expressly reserve the right to (A) increase the Offer Price and (B) waive any of the Offer Conditions. Notwithstanding anything to the contrary contained in this Agreement, neither the Parent nor the Purchaser shall (without the prior written consent of the CompanyCompany in its sole and absolute discretion): (1) change the form of consideration payable in the Offer, decrease the Offer Price or the Cash Consideration, change the terms of the CVRs, increase the Offer Price in an amount of less than $0.05 per share or change the Offer so that it is for fewer than all of the outstanding shares of Company Common StockStock (other than shares of Company Common Stock to be cancelled in accordance with Section 2.6(b)); (2) increase except pursuant to Section 1.1(b)(ii) or Section 1.1(g), terminate the Offer Price in an increment of less than $0.25 per share except in response to a Recommendation Change Notice or a Superior Proposal Notice; (3) accelerate, extend or otherwise change the expiration date of the Offer, except pursuant to Section 1.1(b)(ii); (3) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act; (4) amend, change or waive the Minimum ConditionCondition or the condition in clause (c)(viii) of Annex I; (5) amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner that is adverse to holders of shares of Company Common Stock (in their capacities as such) or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of the Parent or the Purchaser to consummate the Offer, the Merger or the other transactions contemplated by this AgreementAgreement (other than, for the avoidance of doubt, delays resulting from increases to the Offer Price as contemplated above or extensions of the scheduled expiration date of the Offer on the terms set forth below); or (6) impose any condition to the Offer other than the Offer Conditions. Other than the Minimum Condition, the Offer Conditions are for the sole benefit of the Parent and the Purchaser and, accordingly, the Parent and the Purchaser may waive any such Offer Conditions, in whole or in part, at any time and from time to time prior to the expiration of the Offer, in their sole and absolute discretion. The failure by the Parent and the Purchaser at any time to exercise the foregoing right to waive any Offer Condition (other than the Minimum Condition) shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

Expiration Date; Extensions and Amendment. (i) The initial expiration date of the Offer shall initially be scheduled to expire at midnight10:00 a.m., Eastern time New York time, on the 20th later of (x) the 21st Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act)) (the “Initial Offer Expiration Date”) and (y) the second Business Day following the termination of the Go-Shop Period or if applicable, the Extended Go-Shop Period. Subject to the immediately succeeding sentence, the Parent and the Purchaser expressly reserve the right to (Abut are not obligated to) increase the Offer Price and (B) waive any of the Offer Conditions. Notwithstanding Conditions or make any other changes to the Offer in their sole discretion; provided that, notwithstanding anything to the contrary contained in this Agreement, neither the Parent nor the Purchaser shall (without the prior written consent of the Company): (1A) change the form of consideration payable in the Offer, decrease the Offer Price or change the Offer so that it is for fewer than all of the outstanding shares of Company Common Stock; (2) increase the Offer Price in an increment of less than $0.25 per share except in response to a Recommendation Change Notice or a Superior Proposal Notice; (3B) extend or otherwise change the expiration date of the Offer, except pursuant to Section 1.1(b)(ii); (4C) change or waive the Minimum Condition; (5D) amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner that is adverse to holders of shares of Company Common Stock (in their capacities as such) or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of the Parent or the Purchaser to consummate the Offer, the Merger or the other transactions contemplated by this AgreementStock; or (6E) impose any condition to the Offer other than the Offer Conditions. Other than the Minimum Condition, the Offer Conditions are for the sole benefit of the Parent and the Purchaser and, accordingly, the Parent and the Purchaser may waive any such Offer Conditions, in whole or in part, at any time and from time to time prior to the expiration of the Offer, in their sole and absolute discretion. The failure by the Parent and the Purchaser at any time to exercise the foregoing right to waive any Offer Condition (other than the Minimum Condition) shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.