Common use of Minimum Tender Clause in Contracts

Minimum Tender. There shall have been validly tendered and not properly withdrawn prior to the Expiration Date, a number of Shares which, together with any Shares Parent or Merger Sub beneficially owns, will constitute at least a majority of the total number of outstanding Shares on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for Shares had been so converted, exercised or exchanged) as of the date that Merger Sub accepts Shares for purchase or exchange (the “Minimum Condition”).

Minimum Tender. There shall have been validly tendered and not properly withdrawn prior to the Expiration Date, a number of Shares which, together with any Shares Parent or Merger Sub beneficially owns, will constitute at least a majority of the total number of outstanding Shares on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for Shares had been so converted, exercised or exchanged) as of the date that Merger Sub accepts Shares for purchase or exchange (the “"Minimum Condition”").