Common use of Extension of the Offer Clause in Contracts

Extension of the Offer. Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; provided, however, that in no event shall Merger Sub (A) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (I) the valid termination of this Agreement in compliance with Article 8 and (II) 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; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff.

Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Article VIII and subject to Section 2.15(d)(ii) and Section 2.15(d)(iii), and subject to the parties’ respective rights to terminate this Agreement pursuant to Article VIII (which shall not be impaired, limited or otherwise restricted hereby): (1) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Merger Sub or Parent, to the extent waivable by Merger Sub or Parent, (A) Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on up to three (3) occasions, for an additional period of up to ten (10) Business Days per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Conditions to be satisfied and (B) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq any rules and regulations of the NYSE applicable to the Offer; providedand (2) if, howeveras of the then-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 and which conditions would be capable of being satisfied as of such then-scheduled Expiration Date) and (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 Offer Acceptance Time, then Merger Sub shall have the right to (and Parent shall have the right to cause Merger Sub to) extend the Offer for one (1) period of up to five (5) Business Days, so long as such extension would not result in the Offer being extended beyond the third (3rd) Business Day immediately preceding the Termination Date. (ii) In no event shall Merger Sub Sub: (A) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (Ix) the valid termination of this Agreement in compliance with Article 8 VIII and (IIy) the first Termination Date (1stsuch earlier occurrence, the “Extension Deadline”) 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; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff.

Extension of the Offer. Merger Sub shall(a) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Section 8.01 and Parent shall cause Merger Sub to, extend the Offer from time subject to time as follows: Section 1.04(b): (i) if on if, as of the then then-scheduled Expiration Date, the Minimum any Offer Condition is not satisfied and has not been satisfied waived by Purchaser or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) Parent, to the extent permitted hereunder)waivable by Purchaser or Parent, then Merger Sub (A) Purchaser may, in its discretion (and at without the request consent of the Company, Merger Sub shall (and Parent shall cause Merger Sub toCompany or any other Person), extend the Offer for on one (1) or more occasions in consecutive increments occasions, for an additional period of up to ten (10) Business Days each per extension (or such shorter or longer period as the Parties may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent agree or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent as required by any LawLegal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq any rules and regulations of the NYSE applicable to the Offer), to permit such Offer Condition to be satisfied and (B) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for 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 NYSE applicable to the Offer; and (ii) 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 one or more extension periods of at least five (5) Business Days each, up to and including the Termination Date; provided, however, that if at any scheduled Expiration Date the only unsatisfied Offer Condition (other than the conditions set forth in clauses (d) and (e) of Annex II, which by their nature are to be satisfied at the Expiration Date) is the Minimum Condition, then Purchaser shall not be required to extend the Offer for more than a total of twenty (20) Business Days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) in the aggregate for all extensions pursuant to this clause (ii). (b) In no event shall Merger Sub Purchaser: (Ai) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (IA) the valid termination of this Agreement in compliance with Article 8 Section 8.01 and (IIB) the first Termination Date (1stsuch earlier occurrence, the “Extension Deadline”) Business Day immediately following the End Date or (Bii) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff.

Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Section 8.1 and subject to Section 2.1(d)(ii): (ii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (other than any Offer Conditions that by their nature are to be satisfied at the Expiration Time) and has not been waived by Parent I (on behalf of the Buyer Parties), to the extent waivable by the Buyer Parties, (A) Merger Sub I may, in its 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 (or such longer period as the Company and Parent I may agree), to permit such Offer Conditions to be satisfied; provided, that once all Offer Conditions (other than the Minimum Condition, the Special Majority Condition or any Offer Conditions that by their nature are to be satisfied at the Expiration Time) are satisfied, Merger Sub I shall only be permitted to extend the Offer pursuant to this clause (A) without the prior written consent of the Company, three times for a total amount of no more than eight (8) Business Days, in the aggregate, following the most recently scheduled Expiration Date at which all Offer Conditions (other than the Minimum Condition, the Special Majority Condition or any Offer Conditions that by their nature are to be satisfied at the Expiration Time) are satisfied; and (B) Merger Sub I shall, and Parent I shall cause Merger Sub I to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent period required by any Law, any interpretation or position of the SEC, the staff thereof or any rules and regulations of the Nasdaq applicable to the Offer; provided, however, that Offer (including in order to comply with Rule 14e-1(b) promulgated under the Exchange Act in respect of any change in any of the Offer Prices). (iii) In no event shall Merger Sub I: (Ai) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (IA) the valid termination of this Agreement in compliance with Article 8 Section 8.1 and (IIB) the first Termination Date (1stsuch earlier occurrence, the “Extension Deadline”) Business Day immediately following the End Date or (Bii) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff.

Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Section 8.1 and subject to Section 2.1(d)(ii): (1) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Merger Sub or Parent, to the extent waivable by Merger Sub or Parent, (A) Merger Sub 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 (or such longer period as the Parties may agree), to permit such Offer Conditions to be satisfied and (B) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq any rules and regulations of the NYSE applicable to the OfferOffer (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 (2) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company (which request may only be made one time), Merger Sub shall extend the Offer for an additional period of up to ten (10) Business Days (or such longer period as the Parties may agree) to permit such Offer Condition to be satisfied (or such longer period as the Company and Parent may mutually agree in writing), up to and including the Termination Date; provided, however, that in no event shall Merger Sub be required to extend the Offer beyond the Extension Deadline. (Aii) In no event shall Merger Sub: (i) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (IA) the valid termination of this Agreement in compliance with Article 8 Section 8.1 and (IIB) the first Termination Date (1stsuch earlier occurrence, the “Extension Deadline”) Business Day immediately following the End Date or (Bii) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff.

Extension of the Offer. Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties' respective termination rights under ARTICLE VII: (i) if, as of the then-scheduled Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub or Parent, to the extent waivable by Merger Sub or Parent, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for additional periods of up to ten (10) Business Days per extension (or such longer or shorter period as the parties hereto may agree), to permit such Offer Condition to be satisfied; and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq Law applicable to the Offer; provided, however, that in the case of each of clauses (i) and (ii), in no event shall Merger Sub (A1) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (Ix) the valid termination of this Agreement in compliance accordance with Article 8 ARTICLE VII and (IIy) April 6, 2018 (the first "Extension Deadline"); (1st2) be required to extend the Offer for one or more additional periods not to exceed twenty (20) Business Day immediately following Days in the End Date aggregate if the Minimum Tender Condition is not satisfied but all other Offer Conditions are satisfied or waived; or (B3) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; Company (provided, that if, on the Extension Deadline, the sole then-unsatisfied Offer Condition is the condition set forth in section (j) of Annex I (other than any conditions that by their express terms will not be satisfied until the Offer Acceptance Time but which conditions are capable of being satisfied at the start of and (ii) throughout such period), then Merger Sub shall have the right, in its sole discretion, to extend the Offer for until the minimum period required by applicable Law, interpretation or position first Business Day following the end of the SEC or its staff or Nasdaq or its staffMarketing Period, so long as no such extension would result in the Offer being extended beyond the third (3rd) Business Day immediately preceding the Termination Date).

Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Section 8.1 and subject to Section 2.1(d)(ii), if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (other than any Offer Conditions that by their nature are to be satisfied at the Expiration Time) and has not been waived by Parent, to the extent waivable by Parent, (A) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions, for one or more additional periods of up to ten (10) Business Days per extension (or such longer period as the Company and Parent may agree in writing), to permit such Offer Conditions to be satisfied; provided, that if the sole such unsatisfied Offer Condition is the Minimum Condition (other than any Offer Conditions that by their nature are to be satisfied at the Expiration Time), Merger Sub shall not be required (and Parent shall not be required to cause Merger Sub) to extend the Offer thereafter for more than twenty (20) Business Days; and (B) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq any rules and regulations of the NYSE applicable to the Offer; providedOffer (including in order to comply with Rule 14e-1(b) promulgated under the Exchange Act in respect of any change in the Offer Price). (ii) Notwithstanding the foregoing, however, that in no event shall Merger Sub (A) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (IA) the valid termination of this Agreement in compliance with Article 8 Section 8.1 and (II) 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; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staffTermination Date.

Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Article IX and subject to Section 2.1(c)(ii): (A) (1) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Merger Sub or Parent, to the extent waivable by Merger Sub or Parent, then Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on up to two (2) occasions, for an additional period of up to ten (10) business days (determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Conditions to be satisfied, and (2) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq any rules and regulations of the NYSE applicable to the Offer; and (B) if, as of any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, the Company may require Merger Sub to extend the Offer on one or more occasions, for an additional period of up to ten (10) business days (determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Condition to be satisfied; provided, however, that in no event shall Merger Sub (A) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (I) the valid termination of this Agreement in compliance with Article 8 and IX or beyond the Termination Date; provided, further, that, in the event that the Minimum Condition is the only Offer Condition not satisfied or waived (IIother than the Offer Conditions that by their nature are only satisfied as of the Offer Acceptance Time), the Company may not require Merger Sub to extend the Offer on more than five (5) the first such occasions of ten (1st10) Business Day immediately following Days each. (ii) Notwithstanding anything set forth herein, in no event shall Merger Sub: (A) be required to extend the End Date Offer beyond the valid termination of this Agreement in compliance with Article IX (the “Extension Deadline”) or (B) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff.

Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Article VIII and subject to Section 1.1(d)(ii): (A) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Merger Sub or Parent, to the extent waivable by Merger Sub or Parent, 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 (or such longer period per extension as the Parties may agree), to permit all Offer Conditions to be satisfied; provided that if the sole then-unsatisfied Offer Condition (other than those conditions that by their terms are to be satisfied at the Offer Acceptance Time) is the Minimum Condition, Merger Sub shall not be required to extend the Offer on more than two (2) occasions for an additional period of ten (10) Business Days each (but may in its sole discretion elect to extend the Offer in excess of two (2) occasions); (B) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent period required by any Law, any interpretation or position of the SEC, the staff thereof or any rules and regulations of Nasdaq applicable to the OfferOffer (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 (C) if, as of any scheduled Expiration Date (x) 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, but each of which would be satisfied if the Offer Acceptance Time were to then occur), (y) the full amount of the Debt Financing necessary to pay the Required Financing Amount has not been funded and will not be available to be funded at the Offer Closing and at the Closing and (z) Parent and Merger Sub acknowledge and agree in writing that all Offer Conditions set forth in paragraphs (d) and (h) of Annex I will be deemed satisfied or waived at the Expiration Time of the Offer after giving effect to the extension pursuant to this Section 1.1(d)(i)(C) (if such Offer Conditions were actually satisfied at the time of such extension), Merger Sub may extend the Offer for successive periods of up to five (5) Business Days per extension (or such longer period per extension as the Parties may agree), with each such period to end one minute after 11:59 p.m., Eastern Time on the last Business Day of such period, in order to permit the funding of the full amount of the Debt Financing necessary to pay the Required Financing Amount, provided, howeverthat Merger Sub shall not be permitted to extend the Offer to a date later than the Termination Date and provided, further, that in for the avoidance of doubt, no extension pursuant to this Section 1.1(d)(i)(C) shall preclude the Company from exercising any right to terminate this Agreement pursuant to Section 8.3(c) (ii) In no event shall Merger Sub Sub: (Ai) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (IA) the valid termination of this Agreement in compliance with Article 8 VIII and (II) the first (1st) Business Day immediately following the End Date or (B) the Termination Date (such earlier occurrence, the “Extension Deadline”) or (ii) without the prior written consent of the Company, be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staffDeadline.

Extension of the Offer. Merger Sub shall, and Parent The Offer shall cause Merger Sub to, extend the Offer be extended from time to time as follows: : (ia) if on the then If as of any then-scheduled Expiration Date, the Minimum Condition has not been satisfied or Date any of the other Offer Conditions has shall not have been satisfied (subject other than conditions which by their nature are to be satisfied at the right of Offer Acceptance Time), or waived by Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent Purchaser if permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), Purchaser to extend the Offer for one (1) or more occasions in consecutive increments successive periods of up to not more than ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) each, in order to permit the satisfaction of such Offer Conditions conditions (subject to the right of Parent or Merger Sub Purchaser to waive any Offer Condition to condition (other than the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent required by any LawMinimum Condition)), any interpretation or position of the SECif legally permissible, the staff thereof or Nasdaq applicable to the Offerin accordance with this MoU; provided, however, that in no event that, if at any scheduled Expiration Date the only unsatisfied Offer Condition (other than conditions which by their nature are to be satisfied at the Offer Acceptance Time) is the Minimum Condition, Purchaser shall Merger Sub (A) not be required to extend the Offer and for more than a total of thirty (30) Business Days (for this purpose, commencing on the then first Business Day following the then-scheduled Expiration Date beyond and calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (such extension, the “Minimum Condition Extension”); provided, further that any extension of the Offer does not extend past the earlier of (x) the termination of this MoU pursuant to occur of Article IX (other than Section 9.2(d)), and (y) March 4, 2024 (the “Extension DeadlineOutside Date”): ); provided, further that, if as of any then-scheduled Expiration Date all of the Offer Conditions other than (Ii) the valid termination of this Agreement conditions set forth in compliance with Article 8 Section 8.2(e) (other than conditions which by their nature are to be satisfied at the Offer Acceptance Time) or (ii) in Section 8.2(e) and the Minimum Condition (IIother than conditions which by their nature are to be satisfied at the Offer Acceptance Time) shall have been satisfied, or waived by Parent or Purchaser if permitted hereunder, either Parent or the first Company, by written notice to the other Party, may extend the Outside Date until June 4, 2024 (1stany such extension, a “Regulatory Extension”). Notwithstanding anything to the contrary in the foregoing, in the event Purchaser commences a Minimum Condition Extension which is less than thirty (30) Business Days prior to the Outside Date, the Outside Date shall be extended to permit a thirty (30) Business Day immediately Minimum Condition Extension. In the event of a Regulatory Extension, following satisfaction of the conditions set forth in Section 8.2(e), the maximum Minimum Condition Extension shall be the shorter of (i) thirty (30) Business Days and (ii) such shorter period terminating on the first scheduled Expiration Date that would occur following the End Date or extended Outside Date. (Bb) be permitted Parent shall cause Purchaser to extend the Offer beyond for any period or periods required by (i) applicable Law, (ii) applicable rules, regulations, interpretations or positions of the Extension Deadline SEC or its staff, or to the extent necessary to resolve any comments of the SEC or its staff applicable to the Offer, the Offer Documents or the Schedule 14d-9, or (iii) any of the rules and regulations, including listing standards, of NYSE. Parent shall cause Purchaser to not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company; and (ii) Merger Sub Company except in the event that this MoU is validly terminated pursuant to Article IX. Nothing in this Section 3.2 shall extend the Offer for the minimum period required by applicable Law, interpretation or position affect any of the SEC or its staff or Nasdaq or its stafftermination rights set forth in Article IX.

Extension of the Offer. (i) Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Article VII and subject to Section 1.1(d)(ii), and subject to the parties’ respective rights to terminate this Agreement pursuant to Article VII (which shall not be impaired, limited or otherwise restricted hereby): (A) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Merger Sub or Parent, to the extent waivable by Merger Sub or Parent, (1) Merger Sub 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 (or such longer period as the parties may mutually agree in writing), to permit such Offer Conditions to be satisfied and (2) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time as follows: (i) if on the then scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition (other than the Minimum Condition or the Termination Condition) to the extent permitted hereunder), then Merger Sub may, and at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer for one (1) or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as may be agreed by the Company and Parent) in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Condition to the extent permitted hereunder) and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period to the minimum extent period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq any rules and regulations of the NYSE applicable to the Offer; (B) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, the Company may require Merger Sub to extend the Offer on up to four (4) occasions, for an additional period of up to five (5) Business Days per extension (or such longer period as the parties may mutually agree in writing), to permit such Offer Condition to be satisfied; provided, however, that in no event shall Merger Sub be required to extend the Offer beyond the Extension Deadline; and (C) if, as of the then-scheduled Expiration Date, (x) 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 and which conditions would be capable of being satisfied as of such then-scheduled Expiration Date), (y) the full amount of the Debt Financing (including any high yield notes contemplated under the Debt Commitment Letters issued in lieu of all or a portion of the bridge facilities contemplated under the Debt Financing) necessary to pay the Merger Amounts has not been funded and will not be available to be funded at the Offer Acceptance Time, then Merger Sub shall have the right to (and Parent shall have the right to cause Merger Sub to) extend the Offer for one (1) period of up to five (5) Business Days, so long as such extension would not result in the Offer being extended beyond the third (3rd) Business Day immediately preceding the Termination Date. (ii) In no event shall Merger Sub: (A) be required to extend the Offer and the then scheduled Expiration Date beyond the earlier to occur of (the “Extension Deadline”): (Ix) the valid termination of this Agreement in compliance with Article 8 VII and (IIy) the first Termination Date (1stsuch earlier occurrence, the “Extension Deadline”) 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; and (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or Nasdaq or its staff.