Offer to Purchase; Adjustment of Offer Price; Waiver of Conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions, which terms and conditions shall comply with Section 14(e) of the Exchange Act and the rules promulgated thereunder. PRA expressly reserves the right (in its sole discretion) to waive, in whole or in part, any Offer Condition, to the extent allowed under Article 9 of this Agreement, to increase the PRA Consideration, or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by NORCAL, PRA shall not: (i) reduce the number of shares of NORCAL Common Stock subject to the Offer; (ii) reduce the PRA Consideration; (iii) add, amend or modify any Offer Condition in a manner adverse in any respect to any holders of shares of NORCAL Common Stock; (iv) except as otherwise provided in this Section 3.1, extend or otherwise change the expiration date of the Offer; (v) change the form of consideration payable in the Offer; or (vi) otherwise amend, modify, or supplement any of the terms of the Offer in a manner adverse in any respect to any holders of shares of NORCAL Common Stock.
Offer to Purchase; Adjustment of Offer Price; Waiver of Conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price, or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise expressly provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not: (i) reduce the number of shares of Company Common Stock subject to the Offer; (ii) reduce the Offer Price; (iii) amend, modify, supplement or waive the Minimum Tender Condition; (iv) supplement or add to the conditions set forth in Annex I or amend or modify any Offer Condition in a manner that would reasonably be expected to (A) be adverse in any material respect (individually or in the aggregate) to any holders of shares of Company Common Stock, (B) impair the ability of Parent or Merger Sub to consummate the Offer or the transactions contemplated hereby or (C) except to effect an extension of the Offer to the extent expressly permitted in this Section 1.01 or to terminate this Agreement in accordance with Article VIII, prevent or delay the consummation of the Offer, the Merger or the transactions contemplated hereby; (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer; (vi) change the form of consideration payable in the Offer; (vii) provide for any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 under the Exchange Act or (viii) otherwise amend, modify or supplement any of the terms of the Offer in a manner that would reasonably be expected to be adverse in any material respect (individually or in the aggregate) to any holders of shares of Company Common Stock.
Offer to Purchase; Adjustment of Offer Price; Waiver of Conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price, or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not: (i) reduce the number of shares of Common Stock subject to the Offer; (ii) reduce the Offer Price; (iii) amend, modify, or waive the Minimum Tender Condition; (iv) add to the conditions set forth in Exhibit A or amend or modify any Offer Condition in a manner adverse in any material respect to any holders of shares of Common Stock; (v) except as otherwise provided in this 2.1, extend or otherwise change the expiration date of the Offer; (vi) change the form of consideration payable in the Offer; (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act; or (vii) otherwise amend, modify, or supplement any of the terms of the Offer in a manner adverse in any material respect to any holders of shares of Common Stock.
