Common use of Termination of the Offer Clause in Contracts

Termination of the Offer. Parent and Merger Sub may not terminate the Offer prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.01, prior to any scheduled expiration thereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof in accordance with Applicable Law.

Termination of the Offer. Parent and Merger Sub may not terminate Other than in connection with the expiration of the Offer prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until the terms hereof or a valid termination of this Agreement is validly terminated in accordance with Section 8.01pursuant to Article 8, Merger Sub shall not terminate or withdraw the Offer without the prior written consent of the Company. In the event that this Agreement is validly terminated pursuant to Section 8.01Article 8, prior to any scheduled expiration thereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) ), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof in accordance with Applicable Law.

Termination of the Offer. Parent and Merger Sub may shall not terminate the Offer or permit the Offer to be terminated prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until this Agreement is validly terminated in accordance with Section 8.018.1. In the event that this Agreement is validly terminated pursuant to Section 8.01, 8.1 prior to any scheduled expiration thereofof the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and but in any event within not more than two (2) Business Days of after such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered record holders thereof in accordance with Applicable Law.

Termination of the Offer. Parent and Merger Sub may not terminate Other than in connection with the expiration of the Offer prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until the terms hereof or a termination of this Agreement is validly terminated in accordance with Section 8.01pursuant to Article 8, Merger Sub shall not terminate or withdraw the Offer without the prior written consent of the Company. In the event that this Agreement is validly terminated pursuant to Section 8.01Article 8, prior to any scheduled expiration thereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) ), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof in accordance with the terms of the Offer and Applicable Law.

Termination of the Offer. Parent and Merger Sub may shall not terminate the Offer or permit the Offer to be terminated prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.01, 8.01 prior to any scheduled expiration thereofof the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and but in any event within two not more than one (21) Business Days of Day after such termination) ), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered record holders thereof in accordance with Applicable Law.

Termination of the Offer. Parent and Merger Sub may shall not (and Parent shall cause Merger Sub not to) terminate or withdraw the Offer prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until this Agreement is validly has been terminated in accordance with Section 8.0111.01. Nothing in this Section 2.01 shall impair, limit or otherwise restrict the respective rights of the Company, Parent and Merger Sub to terminate this Agreement in accordance with Section 11.01. In the event that this Agreement is validly terminated pursuant to in accordance with Section 8.01, prior to any scheduled expiration thereof11.01, Merger Sub shall, shall (and Parent shall cause Merger Sub to, ) promptly (and in any event within two (2) one Business Days of such termination) Day), irrevocably and unconditionally terminate the Offer. If In the event that the Offer is terminated or withdrawn by Merger Subvalidly terminated, Merger Sub shall promptly return, not acquire any Shares pursuant to the Offer and shall cause any depository depositary for the Offer acting on its behalf of Merger Sub to return, all in accordance with Applicable Law, any tendered Shares to the registered holders thereof in accordance with Applicable Lawthereof.

Termination of the Offer. Parent and Merger Sub may not terminate Other than in connection with the expiration of the Offer prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until the terms hereof or a termination of this Agreement is validly terminated in accordance with Section 8.01pursuant to Article 8, Merger Sub shall not terminate or withdraw the Offer without the prior written consent of the Company. In the event that this Agreement is validly terminated pursuant to Section 8.01Article 8, prior to any scheduled expiration thereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) ), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof in accordance with Applicable the terms of the Offer and applicable Law.

Termination of the Offer. Parent and Merger Sub may not terminate Other than in connection with the expiration of the Offer prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until the terms hereof or a valid termination of this Agreement is validly terminated in accordance with Section 8.01pursuant to Article 8, Merger Sub shall not terminate or withdraw the Offer without the prior written consent of the Company. In the event that this Agreement is validly terminated pursuant to Section 8.01Article 8, prior to any scheduled expiration thereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) ), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository depositary acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof in accordance with Applicable Law.

Termination of the Offer. Parent and Merger Sub may not terminate the Offer prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.01, prior to any scheduled expiration thereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within two (2) Business Days of such termination) ), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered holders thereof in accordance with Applicable Law.

Termination of the Offer. Parent and Merger Sub may shall not terminate the Offer or permit the Offer to be terminated prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until this Agreement is validly terminated in accordance with Section 8.01. In the event that this Agreement is validly terminated pursuant to Section 8.01, 8.01 prior to any scheduled expiration thereofof the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and but in any event within two not more than one (21) Business Days of Day after such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the registered record holders thereof in accordance with Applicable Law.

Termination of the Offer. Parent Except in connection with a valid termination of this Agreement pursuant to Article 8, and subject to its obligations to extend the Offer in accordance with Section 1.1(c), Merger Sub may shall not terminate or withdraw the Offer prior to the Offer any scheduled Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until this Agreement is validly terminated in accordance with Section 8.01without the prior written consent of the Company. In the event that this Agreement is validly terminated pursuant to Section 8.01, prior to any scheduled expiration thereofArticle 8, Merger Sub shall, shall (and Parent shall cause Merger Sub to, ) promptly (and and, in any event event, within two (2) Business Days of such termination) ), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof in accordance with Applicable Lawthereof.

Termination of the Offer. Parent and Merger Sub may shall not terminate the Offer or permit the Offer to be terminated prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this AgreementSection ‎2.1(c)), unless and until this Agreement is validly terminated in accordance with Section 8.01‎8.1. In the event that this Agreement is validly terminated pursuant to Section 8.01, ‎8.1 prior to any scheduled expiration thereofof the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and but in any event within two not more than one (21) Business Days of Day after such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares shares of Company Common Stock to the registered record holders thereof in accordance with Applicable applicable Law.

Termination of the Offer. Parent and Merger Sub may shall not terminate the Offer or permit the Offer to be terminated prior to the Offer Expiration Time (as it may be extended and re-extended in accordance with this Agreement), unless and until this Agreement is validly terminated in accordance with Section 8.018.1. In the event that this Agreement is validly terminated pursuant to Section 8.01, 8.1 prior to any scheduled expiration thereofof the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and but in any event within two not more than one (21) Business Days of Day after such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares shares of Company Common Stock to the registered record holders thereof in accordance with Applicable applicable Law.