Common use of Offer Conditions Clause in Contracts

Offer Conditions. Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered shares of Company Common Stock promptly after expiration or termination of the Offer), to pay for any shares of Company Common Stock tendered, and may postpone the acceptance for payment or, subject to the restriction referred to above, payment for any shares of Company Common Stock tendered, and (subject to Section 1.1(b) of the Agreement, as defined below) may amend or terminate the Offer (whether or not any shares of Company Common Stock have theretofore been purchased or paid for) if: (i) there have not been validly tendered and not withdrawn prior to the time the Offer shall otherwise expire a number of shares of Company Common Stock which, together with any shares of Company Common Stock beneficially owned by Parent and its affiliates, constitutes at least two thirds of the shares of Company Common Stock outstanding on a fully diluted basis; or (ii) any applicable waiting periods under the HSR Act (or similar provisions of the laws of Canada or Mexico) applicable to the transactions contemplated by the Agreement shall not have expired or been terminated prior to the expiration of the Offer; or (iii) at any time on or after the date of the Agreement and before acceptance for payment of such shares of Company Common Stock any of the following events shall occur and be continuing: (A) any U.S. or foreign governmental entity or any foreign, Federal, state or local court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (other than the application to the Offer and the Merger of applicable waiting periods under the HSR Act (or similar provisions of the laws of Canada or Mexico) which is in effect and which (1) prevents or prohibits consummation of the Offer or the Merger, (2) prohibits or limits the ownership or operation by the Company, Parent or any of their affiliates or Subsidiaries of all or any material portion of the business or assets of the Company or any of its Subsidiaries, (3) imposes material limitations on the ability of Parent, Purchaser or any other Subsidiary of Parent to hold or to exercise effectively full rights of ownership of the shares of Company Common Stock, including, without limitation, the right to vote the shares of Company Common Stock, acquired by Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Company's shareholders, including, without limitation, the approval and adoption of the Agreement and the transactions contemplated thereby, (4) requires divestiture by Parent, Purchaser or any other affiliate of Parent of the shares of Company Common Stock, or (5) requires Parent, the Company or any of their respective affiliates to enter into a divestiture, hold-separate, business limitation or similar agreement or undertaking, except in the case of clauses (2), (3), (4) and (5) for any prohibition, limitation or requirement which would not, individually or in the aggregate materially and adversely affect the economic or business benefits to Parent and its affiliates of the transactions contemplated by the Agreement or the ability of Parent or the Surviving Corporation to conduct its business substantially in the manner such business is being conducted as of the date of the Agreement; or (B) the representations and warranties of the Company contained in the Agreement (without giving effect to any materiality or Material Adverse Effect limitations contained therein) shall fail to be true and correct when made and as of the date of the consummation of the Offer as though made on and as of such date (except for representations and warranties made as of a specified date, which shall be true and correct as of such date) and the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has or would result in a Material Adverse Effect on the Company; or (C) the Company shall not have performed or complied in all material respects with its obligations, agreements or covenants under the Agreement to be performed or complied with by it; or (D) the Agreement shall have been terminated in accordance with its terms; or (E) except as to matters disclosed in the Company SEC Reports filed prior to the date of the Agreement, there shall have occurred a material adverse change in the financial condition or results of operations of the Company and its Subsidiaries taken as a whole; or (F) there shall have occurred (1) any general suspension of, or limitation on prices for, trading in securities on any national securities exchange or the over-the counter market in the United States (other than shortening of trading hours or any coordinated trading halt triggered solely as a result of a specified increase or decrease in a market index) for a continuous period of five (5) days, (2) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (3) any material limitation (whether or not mandatory) by any U.S. or foreign governmental entity on the extension of credit by banks or other lending institutions in the United States, (4) a commencement of a war or armed hostilities or other national calamity directly involving the United States, Canada or Mexico and Parent shall have determined that there is a reasonable likelihood that such event would have a material adverse significance to Parent and its Subsidiaries, or the Company and its Subsidiaries, all taken as a whole, or (5) in the case of any of the foregoing existing at the time of the execution of the Agreement, a material acceleration or worsening thereof;

Offer Conditions. Notwithstanding any other provision Subject to the rights and obligations of Merger Sub to extend and/or amend the OfferOffer in accordance with the terms and conditions of this Agreement, Purchaser Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC, SEC (including Rule 14e-l(c14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered shares of Company Common Stock promptly after expiration or termination of the OfferAct), to pay for any shares of tendered Company Common Stock tenderedShares, and Merger Sub may postpone (and Parent may cause Merger Sub to) pursuant to Section 1.1(e) delay the acceptance for payment of or, subject to the restriction referred to above, payment for any shares of Company Common Stock tendered, applicable rules and (subject to Section 1.1(b) regulations of the AgreementSEC (including Rule 14e1(c) under the Exchange Act) the payment for, as defined below) may amend or terminate any Company Shares that are validly tendered in the Offer (whether or and not any shares validly withdrawn) prior to the scheduled expiration of Company Common Stock have theretofore been purchased or paid for) ifthe Offer, in the event that: (i) at the scheduled expiration of the Offer, there shall not have not been validly tendered and not withdrawn prior to in accordance with the time terms of the Offer shall otherwise expire (after giving effect to any withdrawals of previously tendered Company Shares) a number of shares of Company Common Stock whichShares that, taken together with any shares of Company Common Stock beneficially Shares then owned by Parent and its affiliatesMerger Sub, constitutes at least two thirds represent more than 50.00% of all then outstanding Company Shares (the shares of Company Common Stock outstanding on a fully diluted basis“Minimum Condition”); or (ii) any applicable waiting periods under at the HSR Act (or similar provisions scheduled expiration of the laws of Canada or MexicoOffer the waiting period (and any extensions thereof) applicable to the transactions contemplated by this Agreement (including the Agreement Offer and the Merger) under the HSR Act shall not have expired or been terminated (the “Regulatory Condition”); or (iii) (A) any of the representations and warranties set forth in Section 3.1(a) (Organization and Good Standing), Section 3.2 (Authorization and Enforceability), Section 3.31 (Brokers) and Section 3.32 (No Rights Plan) (collectively, the “Specified Representations”) shall not have been true and correct as of the date of this Agreement or shall not be true and correct as of immediately prior to the scheduled expiration of the Offer with the same force and effect as if made on and as of such time (other than any such representation or warranty that is made only as of a specified date, which need only be true and correct as of such specified date); (B) the representations and warranties set forth in paragraphs (a), (b) or (d) of Section 3.5 (Capitalization) of this Agreement (the “Capitalization Representation”) shall not have been true and correct other than for de minimus inaccuracies as of the date hereof or shall not be true and correct other than for de minimus inaccuracies as of immediately prior to the scheduled expiration of the Offer with the same force and effect as if made on and as of such date (other than any such representation or warranty that is made only as of a specified date, which need only be true and correct other than for de minimus inaccuracies as of such specified date); or (C) any of the representations and warranties of the Company set forth in this Agreement (other than the Specified Representations and the Capitalization Representation), disregarding any “materiality” and “Company Material Adverse Effect” qualifications set forth in all such representations or warranties, shall not have been true and correct as of the date of this Agreement or shall not be true and correct as of immediately prior to the scheduled expiration of the Offer with the same force and effect as if made on and as of such time (other than any such representation or warranty that is made only as of a specified date, which need only be true and correct in all respects as of such specified date), except in the case of this clause (C), to the extent that the facts and circumstances causing or resulting in any such representations and warranties not to be true and correct as of the date hereof, as of the relevant specified date, as applicable, or as of immediately prior to the scheduled expiration of the Offer have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect; or (iv) the Company shall have breached or failed to perform in any material respect any of its obligations under this Agreement to be performed prior to the scheduled expiration of the Offer and such breach or failure to perform shall be continuing as of immediately prior to the scheduled expiration of the Offer; or (iiiv) at any time Company Material Adverse Effect shall have occurred or exist on or after prior to the scheduled expiration of the Offer and shall be continuing as of immediately prior to the scheduled expiration of the Offer; or (vi) the Company shall not have delivered to Parent and Merger Sub a certificate dated as of the date of the Agreement and before acceptance for payment of such shares of Company Common Stock any of the following events shall occur and be continuing: (A) any U.S. or foreign governmental entity or any foreign, Federal, state or local court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (other than the application to the Offer and the Merger of applicable waiting periods under the HSR Act (or similar provisions of the laws of Canada or Mexico) which is in effect and which (1) prevents or prohibits consummation scheduled expiration of the Offer or the Merger, (2) prohibits or limits the ownership or operation signed on its behalf by the Company, Parent Chief Executive Officer or any of their affiliates or Subsidiaries of all or any material portion of the business or assets Chief Financial Officer of the Company or any of its Subsidiariesto the effect that the conditions set forth in clauses (iii), (3iv) imposes material limitations on and (v) of this Section 1.1(b) have been satisfied; or (vii) any Governmental Authority in the ability of Parent, Purchaser United States or any other Subsidiary of Parent to hold or to exercise effectively full rights of ownership of the shares of Company Common Stock, including, without limitation, the right to vote the shares of Company Common Stock, acquired by Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Company's shareholders, including, without limitation, the approval and adoption of the Agreement and the transactions contemplated thereby, (4) requires divestiture by Parent, Purchaser or any other affiliate of Parent of the shares of Company Common Stock, or (5) requires jurisdiction in which Parent, the Company or any of their respective affiliates Subsidiaries has material business or operations (the United States and any other such jurisdiction collectively being referred to enter into herein as a divestiture“Material Jurisdiction”) shall have (A) enacted, hold-separateissued, business limitation promulgated, entered, enforced or similar agreement or undertaking, except in the case of clauses (2), (3), (4) and (5) for deemed applicable to any prohibition, limitation or requirement which would not, individually or in the aggregate materially and adversely affect the economic or business benefits to Parent and its affiliates of the transactions contemplated by this Agreement (including the Offer or the Merger) any applicable Law that has the effect of making the consummation of any of the transactions contemplated by this Agreement (including the Offer and the Merger) illegal or prohibiting or otherwise preventing the consummation of any of the transactions contemplated by this Agreement (including the Offer and the Merger), (B) issued or granted any Order that remains in effect and has the effect of making any of the transactions contemplated by this Agreement (including the Offer and the Merger) illegal or which has the effect of prohibiting or otherwise preventing the consummation of any of the transactions contemplated by this Agreement (including the Offer and the Merger), or (C) taken any other action that would be reasonably expected to have any of the consequences referred to in clauses (A) – (D), inclusive, of the immediately following clause (viii) of this Section 1.1(b); (viii) there shall be pending any Legal Proceeding brought by any Governmental Authority in any Material Jurisdiction against Parent, Merger Sub, the Company or any of their respective Affiliates (A) seeking to enjoin the acquisition by Merger Sub (or Parent on Merger Sub’s behalf) of any Company Shares pursuant to the Offer or, seeking to restrain or prohibit the making or consummation of the Offer or the Merger or the performance of any of the other transactions contemplated by this Agreement or the Support Agreements (including the voting provisions thereunder), (B) seeking to impose limitations on the ability of Merger Sub (or Parent on Merger Sub’s behalf), or render Merger Sub (or Parent on Merger Sub’s behalf) unable, to (1) accept for payment, pay for or purchase some or all of the Company Shares pursuant to the Offer and the Merger or (2) exercise full rights of ownership of the Company Shares, including the right to vote the Company Shares purchased by it on all matters properly presented to the Company Stockholders, (C) seeking to (1) compel Parent or any of its Subsidiaries to sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (2) compel Parent or any of its Subsidiaries to conduct its conduct, restrict, operate, invest or otherwise change the assets, business substantially in the manner such or portion of business is being conducted as of the date Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (3) impose any restriction, requirement or limitation on the operation of the Agreementbusiness or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, or (D) which otherwise would be reasonably expected to have a Company Material Adverse Effect; or (Bix) the representations and warranties of the Company contained in the Agreement (without giving effect to any materiality or Material Adverse Effect limitations contained therein) shall fail to be true and correct when made and as of the date of the consummation of the Offer as though made on and as of such date (except for representations and warranties made as of a specified date, which shall be true and correct as of such date) and the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has or would result in a Material Adverse Effect on the Company; or (C) the Company shall not have performed or complied in all material respects with its obligations, agreements or covenants under the Agreement to be performed or complied with by it; or (D) the this Agreement shall have been terminated in accordance with its terms; or terms (E) except as to matters disclosed the conditions set forth in the Company SEC Reports filed prior preceding clauses (i) – (ix), inclusive, of this Section 1.1(b) being referred to herein, collectively, as the date of the Agreement, there shall have occurred a material adverse change in the financial condition or results of operations of the Company and its Subsidiaries taken as a whole; or (F) there shall have occurred (1) any general suspension of, or limitation on prices for, trading in securities on any national securities exchange or the over-the counter market in the United States (other than shortening of trading hours or any coordinated trading halt triggered solely as a result of a specified increase or decrease in a market index) for a continuous period of five (5) days, (2) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (3) any material limitation (whether or not mandatory) by any U.S. or foreign governmental entity on the extension of credit by banks or other lending institutions in the United States, (4) a commencement of a war or armed hostilities or other national calamity directly involving the United States, Canada or Mexico and Parent shall have determined that there is a reasonable likelihood that such event would have a material adverse significance to Parent and its Subsidiaries, or the Company and its Subsidiaries, all taken as a whole, or (5) in the case of any of the foregoing existing at the time of the execution of the Agreement, a material acceleration or worsening thereof;“Offer Conditions”).

Offer Conditions. Notwithstanding any other provision Subject to the rights and obligations of Merger Sub to extend and/or amend the OfferOffer in accordance with the terms and conditions of this Agreement, Purchaser Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC, SEC (including Rule 14e-l(c14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered shares of Company Common Stock promptly after expiration or termination of the OfferAct), to pay for any shares of tendered Company Common Stock tenderedShares, and Merger Sub may postpone (and Parent may cause Merger Sub to) delay the acceptance for payment of or, subject to the restriction referred to above, payment for any shares of Company Common Stock tendered, applicable rules and (subject to Section 1.1(b) regulations of the AgreementSEC (including Rule 14e-1(c) under the Exchange Act) the payment for, as defined below) may amend or terminate any Company Shares that are validly tendered in the Offer (whether or and not any shares validly withdrawn) prior to the scheduled expiration of Company Common Stock have theretofore been purchased or paid for) ifthe Offer, in the event that: (i) at the scheduled expiration of the Offer, there shall not have not been validly tendered and not withdrawn prior to in accordance with the time terms of the Offer shall otherwise expire (after giving effect to any withdrawals of previously tendered Company Shares) a number of shares of Company Common Stock whichShares that, taken together with any shares of Company Common Stock beneficially Shares then owned by Parent and its affiliatesMerger Sub, constitutes at least two thirds represent a majority of all then outstanding Company Shares (excluding Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the shares of Company Common Stock outstanding on a fully diluted basisDGCL, by the depositary for the Offer pursuant to such procedures) (the “Minimum Condition”); or (ii) any applicable waiting periods under at the HSR Act (or similar provisions scheduled expiration of the laws of Canada or MexicoOffer, either (A) the waiting period (and any extensions thereof) applicable to the transactions contemplated by this Agreement (including the Agreement Offer and the Merger) under the HSR Act shall not have expired or been terminated prior terminated, or (B) the waiting periods (and extensions thereof) applicable to the expiration transactions contemplated by this Agreement (including the Offer and the Merger) under the Antitrust Laws of any jurisdiction outside the OfferU.S. that are applicable to such transactions in the reasonable judgment of Parent shall not have expired or been terminated, or (C) any approvals, consents, authorizations or similar clearances required under the Antitrust Laws of any jurisdiction outside the U.S. that are applicable to such transactions in the reasonable judgment of Parent shall not have been received or obtained (the “Regulatory Condition”); or (iii) at the Company shall have breached or failed to perform in any time on material respect any of its covenants or after obligations under this Agreement to be complied with or performed prior to the date scheduled expiration of the Agreement and before acceptance for payment of such shares of Offer, or the Company Common Stock shall have failed to perform its obligations under Section 6.15 in any of the following events shall occur and be continuing:respect; or (iv) (A) any U.S. of the representations and warranties set forth in Section 3.1(a) (Organization and Good Standing), Section 3.2 (Authorization and Enforceability), Section 3.11(a) (Absence of Certain Changes – Company Material Adverse Effect) and Section 3.29 (Brokers) (collectively, the “Fundamental Representations”), shall not have been true and correct as of the date of this Agreement or foreign governmental entity shall not be true and correct as of immediately prior to the scheduled expiration of the Offer with the same force and effect as if made on and as of such time (other than any such representation or warranty that is made only as of a specified date, which need only to be true and correct as of such specified date); (B) the representations and warranties set forth in Section 3.5 (Capitalization) (the “Capitalization Representation”) shall not have been true and correct as of the date of this Agreement or shall not be true and correct as of immediately prior to the scheduled expiration of the Offer with the same force and effect as if made on and as of such time (other than any foreignsuch representation or warranty that is made only as of a specified date, Federalwhich need only to be true and correct as of such specified date), state except where the failure to be true and correct would not reasonably be expected to result in additional cost, expense or local court liability to the Company, Parent and their Affiliates, individually or in the aggregate, of competent jurisdiction more than $1,000,000; or (C) any of the representations and warranties of the Company set forth in this Agreement (other than the Fundamental Representations or the Capitalization Representation), disregarding any “materiality,” “Company Material Adverse Effect” or other similar qualifications set forth in all such representations or warranties, shall not have been true and correct as of the date of this Agreement or shall not be true and correct as of immediately prior to the scheduled expiration of the Offer with the same force and effect as if made on and as of such time (other than any such representation or warranty that is made only as of a specified date, which need only to be true and correct as of such specified date), except in the case of this clause (C), to the extent that the facts and circumstances causing or resulting in any such representations and warranties not to be true and correct as of the date hereof, as of immediately prior to the scheduled expiration of the Offer or as of the specified date in the representation or warranty have not had and would not reasonably be expected have, individually or in the aggregate, a Company Material Adverse Effect; or (v) any Company Material Adverse Effect shall have occurred or exist on or prior to, and shall be continuing on the date of, the scheduled expiration of the Offer (whether or not events or circumstances occurring prior to the execution and delivery of this Agreement caused or contributed to the occurrence of such Company Material Adverse Effect); or (vi) the Company shall not have delivered to Parent and Merger Sub a certificate dated as of the Expiration Date signed on its behalf by the Chief Executive Officer and Chief Financial Officer of the Company to the effect that the conditions set forth in clauses (iii), (iv) and (v) of this Section 1.1(b) have been satisfied; or (vii) any Governmental Authority shall have (A) enacted, issued, promulgated, entered, enforced or entered deemed applicable to any statute, rule, regulation, executive order, decree, injunction or other order (other than the application to the Offer and the Merger of applicable waiting periods under the HSR Act (or similar provisions of the laws of Canada or Mexico) which is in effect and which transactions contemplated by this Agreement (1) prevents or prohibits consummation of including the Offer or the Merger, (2) prohibits or limits any applicable Law that has the ownership or operation by effect of making the Company, Parent or consummation of any of their affiliates or Subsidiaries of all or any material portion of the business or assets of the Company or any of its Subsidiaries, (3) imposes material limitations on the ability of Parent, Purchaser or any other Subsidiary of Parent to hold or to exercise effectively full rights of ownership of the shares of Company Common Stock, including, without limitation, the right to vote the shares of Company Common Stock, acquired by Purchaser pursuant to the Offer or otherwise on all matters properly presented to the Company's shareholders, including, without limitation, the approval and adoption of the Agreement and the transactions contemplated thereby, by this Agreement (4including the Offer and the Merger) requires divestiture by Parent, Purchaser illegal or prohibiting or otherwise preventing the consummation of any other affiliate of Parent of the shares of Company Common Stocktransactions contemplated by this Agreement (including the Offer and the Merger), or (5B) requires issued or granted any Order that remains in effect and has the effect of making any of the transactions contemplated by this Agreement (including the Offer and the Merger) illegal or which has the effect of prohibiting or otherwise preventing the consummation of any of the transactions contemplated by this Agreement (including the Offer and the Merger); or (viii) there shall be pending any Legal Proceeding brought by any Governmental Authority against Parent, Merger Sub, the Company or any of their respective affiliates Affiliates (A) seeking to enter into a divestitureenjoin the acquisition by Merger Sub (or Parent on Merger Sub’s behalf) of any Company Shares pursuant to the Offer or, hold-separate, business limitation seeking to restrain or similar agreement prohibit the making or undertaking, except in consummation of the case Offer or the Merger or the performance of clauses any of the other transactions contemplated by this Agreement or the Support Agreements (2including the voting provisions thereunder), (3), (4B) and (5) for any prohibition, limitation or requirement which would not, individually or in the aggregate materially and adversely affect the economic or business benefits seeking to Parent and its affiliates of the transactions contemplated by the Agreement or impose limitations on the ability of Merger Sub (or Parent on Merger Sub’s behalf), or render Merger Sub (or Parent on Merger Sub’s behalf) unable, to (1) accept for payment, pay for or purchase some or all of the Company Shares pursuant to the Offer and the Merger or (2) exercise full rights of ownership of the Company Shares, including the right to vote the Company Shares purchased by it on all matters properly presented to the Company Stockholders, (C) seeking to (1) compel Parent or any of its Subsidiaries to sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (2) compel Parent or any of its Subsidiaries to conduct its conduct, restrict, operate, invest or otherwise change the assets, business substantially in the manner such or portion of business is being conducted as of the date Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (3) impose any restriction, requirement or limitation on the operation of the Agreementbusiness or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, or (D) which otherwise would be reasonably expected to have a Company Material Adverse Effect (other than of the type described in clause (x) of the definition of “Company Material Adverse Effect”); or (Bix) the representations and warranties of the Company contained in the Agreement (without giving effect to any materiality or Material Adverse Effect limitations contained therein) shall fail to be true and correct when made and as of the date of the consummation of the Offer as though made on and as of such date (except for representations and warranties made as of a specified date, which shall be true and correct as of such date) and the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has or would result in a Material Adverse Effect on the Company; or (C) the Company shall not have performed or complied in all material respects with its obligations, agreements or covenants under the Agreement to be performed or complied with by it; or (D) the this Agreement shall have been terminated in accordance with its terms; or terms (E) except as to matters disclosed the conditions set forth in the Company SEC Reports filed prior preceding clauses (i) – (ix), inclusive, of this Section 1.1(b) being referred to herein, collectively, as the date of the Agreement, there shall have occurred a material adverse change in the financial condition or results of operations of the Company and its Subsidiaries taken as a whole; or (F) there shall have occurred (1) any general suspension of, or limitation on prices for, trading in securities on any national securities exchange or the over-the counter market in the United States (other than shortening of trading hours or any coordinated trading halt triggered solely as a result of a specified increase or decrease in a market index) for a continuous period of five (5) days, (2) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (3) any material limitation (whether or not mandatory) by any U.S. or foreign governmental entity on the extension of credit by banks or other lending institutions in the United States, (4) a commencement of a war or armed hostilities or other national calamity directly involving the United States, Canada or Mexico and Parent shall have determined that there is a reasonable likelihood that such event would have a material adverse significance to Parent and its Subsidiaries, or the Company and its Subsidiaries, all taken as a whole, or (5) in the case of any of the foregoing existing at the time of the execution of the Agreement, a material acceleration or worsening thereof;“Offer Conditions”).