Common use of Nonfulfillment of the Offer Conditions; Waiver of Offer Conditions Clause in Contracts

Nonfulfillment of the Offer Conditions; Waiver of Offer Conditions. The Offer Conditions set out in Sections 12.1.1 through 12.1.10 of this Offer Document shall each constitute independent and separable conditions. The Bidder may waive all or individual Offer Conditions in advance – to the extent permissible – pursuant to Section 21 para. 1 sentence 1 no. 4 WpÜG as long as such Offer Conditions have not ultimately lapsed. A waiver is equivalent to the fulfilment of the relevant Offer Condition. If the Bidder waives any of the Offer Conditions within the last two weeks prior to expiry of the Acceptance Period, the Acceptance Period will be extended by two weeks (Section 21 para. 5 WpÜG), i.e., until [●] 2021, 24:00 hrs (local time Frankfurt am Main) / 18:00 hrs (local time New York). If the Offer Conditions set forth in Section 12.1 of this Offer Document either have not been satisfied on or prior to the applicable date or have definitively lapsed before these dates and the Bidder has not effectively waived them in advance, the Offer shall lapse. In this case, the contracts which come into existence as a result of accepting the Offer will cease to exist and will not be consummated (conditions subsequent); and delivered AKASOL Shares will be returned. The Settlement Agent (as defined in Section 13.1 of this Offer Document) will promptly, at the latest within four Banking Days after announcement of the expiry of the Offer, order the rebooking of the Tendered AKASOL Shares (ISIN [●]) to ISIN DE000A2JNWZ9 by the Custodian Banks (as defined in Section 13.2 of this Offer Document) through Clearstream Banking AG, Frankfurt am Main, Germany (“Clearstream”). The rebooking is generally free of costs and expenses of the Custodian Banks for the AKASOL Shareholders who hold their AKASOL Shares in a securities deposit account in the Federal Republic of Germany. Any foreign taxes or costs and fees of foreign Custodian Banks that do not have securities deposit account connections with Clearstream must, however, be paid by the respective AKASOL Shareholders.