Common use of Expiration Date; Extensions and Amendments; Subsequent Offering Period Clause in Contracts

Expiration Date; Extensions and Amendments; Subsequent Offering Period. The initial expiration date of the Offer shall be the twentieth (20th) Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). As used in this Agreement, the term “Business Day” shall have the meaning set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior consent of the Company, Purchaser shall not (and Parent shall not cause or permit Purchaser to): (i) waive the Minimum Condition; (ii) change the form of consideration payable in the Offer, decrease the Offer Consideration or decrease the number of shares of Company Common Stock sought pursuant to the Offer; (iii) amend any material term of the Offer in any manner adverse to holders of shares of Company Common Stock; (iv) impose any condition to the Offer not set forth in Annex I; or (v) extend the expiration date of the Offer; provided, however, that, without the consent of the Company, Purchaser may extend the expiration date of the Offer (A) as required by applicable Law (including for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof), (B) if, immediately prior to the scheduled expiration date of the Offer (as it may be extended) and prior to acceptance for payment by Purchaser of any shares of Company Common Stock pursuant to the Offer, any condition to the Offer has not been satisfied or waived, Purchaser may, in its sole discretion, extend the expiration date of the Offer for one or more periods (not in excess of five (5) Business Days each), (C) if, immediately prior to the scheduled expiration date of the Offer (as it may be extended), the shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer constitute at least the Minimum Condition but less than 90% of the outstanding shares of Company Common Stock, Purchaser may, in its sole discretion, extend the Offer for one or more periods not to exceed an aggregate of ten (10) Business Days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, (D) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC, or (E) in Purchaser’s sole discretion, for any other reason for one or more periods not to exceed an aggregate of five (5) Business Days. Purchaser may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Company Common Stock in the Offer. If, as of the initial expiration date of the Offer or any expiration date of the Offer within fifteen (15) Business Days of the initial expiration date of the Offer, the HSR Condition, the Exon-Fxxxxx Condition or the DSS Condition, in each case, as set forth in Annex I, have not been satisfied or waived but are reasonably capable of being satisfied within fifteen (15) Business Days of the initial expiration date of the Offer, and if all other conditions set forth in Annex I are satisfied or are reasonably capable of being satisfied on such expiration date, then, upon the written request of the Company, provided the Company is in full compliance with its obligations hereunder and the Principal Stockholders are in full compliance with their obligations pursuant to the Stockholder Agreements, Parent agrees to cause Purchaser to extend the expiration date of the Offer for one or more periods not to exceed an aggregate of fifteen (15) Business Days from the initial expiration date of the Offer.

Expiration Date; Extensions and Amendments; Subsequent Offering Period. The initial expiration date of the Offer shall be the twentieth (20th) Business Day 20th business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). As used in this Agreement, the term “Business Day” shall have the meaning set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act. The Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of the Company, the Purchaser shall not (and Parent shall not cause or permit Purchaser to): not: (i) waive the Minimum Condition; (ii) change the form of consideration payable in the Offer, decrease the Offer Consideration or decrease the number of shares of Company Common Stock sought pursuant to the Offer; ; (iii) amend any material term of the Offer in any manner adverse to holders of shares of Company Common Stock; (iv) impose any condition to the Offer not set forth in Annex I; or (vii) extend the expiration date of the Offer; provided, however, that, without the consent of the Company, Purchaser may extend the expiration date of the Offer except (A) as required by applicable Law law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), (B) if, immediately prior to the scheduled expiration date of the Offer (as it may be extended) and prior to acceptance for payment by Purchaser of any shares of Company Common Stock pursuant to the Offer, any condition to the Offer has not been satisfied or waived, Purchaser may, in its sole discretion, extend the expiration date of the Offer for one or more periods (not in excess of five (5) Business Days each), (C) if, immediately prior to the scheduled expiration date of the Offer (as it may be extended), the shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer constitute at least the Minimum Condition but less than 90% of the outstanding shares of Company Common Stock, Purchaser may, in its sole discretion, extend the Offer for one or more periods not to exceed an aggregate of ten (10) Business Days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, (D) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC, or (EC) as otherwise contemplated by this Agreement; (iii) waive the Minimum Condition; (iv) amend the conditions to the Offer set forth in Purchaser’s sole discretion, for Annex I or any other reason material term thereof in any manner adverse to holders of shares of Company Common Stock; or (v) impose any condition to the Offer not set forth in Annex I. If the Offer shall not have been consummated at the scheduled expiration thereof due to the failure to satisfy any of the conditions to the Offer set forth in Annex I (that the Parent or the Purchaser has not waived hereunder), the Parent will, at the request of the Company, cause the Purchaser to extend the expiration date of the Offer for one or more periods (not to exceed an aggregate in excess of five (510 business days each) Business Daysbut in no event later than September 14, 2007. The Purchaser may, without the consent of the Company, elect to provide a subsequent offering period (not in excess of ten business days) for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Company Common Stock in the Offer. If, as of the initial expiration date of the Offer or any expiration date of the Offer within fifteen (15) Business Days of the initial expiration date of the Offer, the HSR Condition, the Exon-Fxxxxx Condition or the DSS Condition, in each case, as set forth in Annex I, have not been satisfied or waived but are reasonably capable of being satisfied within fifteen (15) Business Days of the initial expiration date of the Offer, and if all other conditions set forth in Annex I are satisfied or are reasonably capable of being satisfied on such expiration date, then, upon the written request of the Company, provided the Company is in full compliance with its obligations hereunder and the Principal Stockholders are in full compliance with their obligations pursuant to the Stockholder Agreements, Parent agrees to cause Purchaser to extend the expiration date of the Offer for one or more periods not to exceed an aggregate of fifteen (15) Business Days from the initial expiration date of the Offer.

Expiration Date; Extensions and Amendments; Subsequent Offering Period. The initial expiration date of the Offer shall be the twentieth (20th) Business Day after commencement of the Offer (determined in accordance with Rules Rule 14d-1(g)(3) and 14d-2 under the Exchange Act). As used ) (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 term “Business Day” shall have the meaning set forth in Rule 14d-1(g)(3) promulgated under the Exchange ActExpiration Date”). Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without Without the prior written consent of the Company, Purchaser the Buyer and the Acquisition Sub shall not (and Parent shall not cause or permit Purchaser to): not: (i) waive the Minimum Condition; (ii) change the form of consideration payable in the Offer, decrease the Offer Consideration or decrease the number of shares of Company Common Stock Shares sought to be acquired pursuant to the Offer; ; (iii) amend any material term of the Offer in any manner adverse to holders of shares of Company Common Stock; (iv) impose any condition to the Offer not set forth in Annex I; or (vii) extend or otherwise change the expiration date of the Offer; provided, however, that, without the consent of the Company, Purchaser may extend the expiration date of the Offer Expiration Date except (A) as required by applicable Law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), (B) that if, immediately prior to the scheduled expiration date of the Offer Expiration Date (as it may be extended) and prior to acceptance for payment by Purchaser of any shares of Company Common Stock pursuant to the Offer), any condition to the Offer has not been satisfied or waived, Purchaser may, in its sole discretion, the Buyer and the Acquisition Sub shall extend the expiration date of the Offer Expiration Date for one or more periods (each in the reasonable judgment of the Buyer for the minimum period of time reasonably expected by the Buyer to be required to satisfy such conditions but in any event not in excess of five twenty (520) Business Days each)) but in no event beyond the Outside Date, or (C) if, immediately prior to the scheduled expiration date of the Offer (as it may be extended), the shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer constitute at least the Minimum Condition but less than 90% of the outstanding shares of Company Common Stock, Purchaser may, in its sole discretion, extend the Offer for one or more periods not to exceed an aggregate of ten (10) Business Days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, (D) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive the Minimum Condition; (iv) amend or modify any term or condition of the Offer in any manner adverse to (or adversely affecting) holders of Shares; or (v) impose any condition to the Offer not set forth in Annex I. Notwithstanding the foregoing, or (E) in Purchaser’s sole discretion, for any other reason for one or more periods not to exceed an aggregate of five (5) Business Days. Purchaser the Buyer and the Acquisition Sub may, without the consent of the Company, and shall, if requested by the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its their acceptance for payment of shares of Company Common Stock Shares in the Offer. If, as of the initial expiration date of the Offer or any expiration date of the Offer within fifteen (15) Business Days of the initial expiration date of the Offer, the HSR Condition, the Exon-Fxxxxx Condition or the DSS Condition, in each case, as set forth in Annex I, have not been satisfied or waived but are reasonably capable of being satisfied within fifteen (15) Business Days of the initial expiration date of the Offer, and if all other conditions set forth in Annex I are satisfied or are reasonably capable of being satisfied on such expiration date, then, upon the written request of the Company, provided the Company is in full compliance with its obligations hereunder and the Principal Stockholders are in full compliance with their obligations pursuant to the Stockholder Agreements, Parent agrees to cause Purchaser to extend the expiration date of the Offer for one or more periods not to exceed an aggregate of fifteen (15) Business Days from the initial expiration date of the Offer.

Expiration Date; Extensions and Amendments; Subsequent Offering Period. The initial expiration date of the Offer shall be the twentieth (20th) Business Day 20th business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). As used in this Agreement, the term “Business Day” shall have the meaning set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act. Purchaser The Merger Sub expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior consent of the Company, Purchaser the Merger Sub shall not (and Parent shall not cause or permit Purchaser to): not: (i) waive the Minimum Condition; (ii) change the form of consideration payable in the Offer, decrease the Offer Consideration or decrease the number of shares of Company Common Stock Shares sought pursuant to the Offer; ; (iii) amend any material term of the Offer in any manner adverse to holders of shares of Company Common Stock; (iv) impose any condition to the Offer not set forth in Annex I; or (vii) extend the expiration date of the Offer; provided, however, that, without the consent of the Company, Purchaser may extend the expiration date of the Offer except (A) as required by applicable Law law (including for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “"SEC”") or the staff thereof), (B) that if, immediately prior to the scheduled expiration date of the Offer (as it may be extended) and prior to acceptance for payment by Purchaser of any shares of Company Common Stock pursuant to the Offer), any condition to the Offer has not been satisfied or waived, Purchaser the Merger Sub may, in its sole discretion, extend the expiration date of the Offer for one or more periods (not in excess of five (5) Business Days 10 business days each), (C) that if, immediately prior to the scheduled expiration date of the Offer (as it may be extended), the shares of Company Common Stock Shares validly tendered and not properly withdrawn pursuant to the Offer constitute at least the Minimum Condition but less than 90% of the outstanding shares of Company Common StockShares, Purchaser the Merger Sub may, in its sole discretion, extend the Offer for one or more periods not to exceed an aggregate of ten (10) Business Daysfive business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, (D) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC, or (E) in Purchaser’s the Merger Sub's sole discretion, for any other reason for one or more periods not to exceed an aggregate of five business days; (5iii) Business Days. Purchaser amend or waive the Minimum Condition; (iv) amend any material term of the Offer in any manner adverse to holders of Shares; or (v) impose any condition to the Offer not set forth in Annex I. The Merger Sub may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Company Common Stock Shares in the Offer. IfNotwithstanding the foregoing, as subject to the provisions of Section 9.1(b)(i)(y), if on the initial expiration date of the Offer or any subsequent expiration date of the Offer within fifteen (15) Business Days of the initial expiration date related to an extension of the Offer), (x) the HSR Condition, the Exon-Fxxxxx Condition or the DSS Condition, in each case, (as set forth defined in Annex I, have ) has not been satisfied or waived but are reasonably capable of being satisfied within fifteen (15y) Business Days any of the initial expiration date of the Offer, and if all other conditions events set forth in clauses (ii)(A) or (B) of Annex I are satisfied or are reasonably capable of being satisfied on shall have occurred and be continuing and the Company shall be contesting such expiration date, event to the extent required by Section 7.2 (and the condition in Annex I with respect to the applicable clause shall not have been waived by the Merger Sub) then, upon in each such case, the written request of Merger Sub shall extend the CompanyOffer from time to time, provided that in no event shall the Company is in full compliance with its obligations hereunder and the Principal Stockholders are in full compliance with their obligations pursuant to the Stockholder Agreements, Parent agrees to cause Purchaser Merger Sub be required to extend the expiration Offer to a date which is more than 75 days after the execution of the Offer for one or more periods not to exceed an aggregate of fifteen (15) Business Days from the initial expiration date of the Offerthis Agreement.