Common use of Terms and Conditions of the Offer Clause in Contracts

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (vi) extend or otherwise change the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d).

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company in its sole and absolute discretionCompany. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion)writing, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, Condition in any a manner materially adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger Stock, or (vi) terminate, extend or otherwise change amend or modify the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d)this Agreement.

Terms and Conditions of the Offer. The respective obligations obligation of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, payment and to pay for, for any shares of Company Common Stock validly tendered pursuant in the Offer and not withdrawn shall be subject only to: (i) the condition that, prior to the then scheduled expiration date of the Offer (as it may be extended from time to time pursuant to Section 2.1(d)), there be validly tendered in accordance with the terms of the Offer and not validly withdrawnwithdrawn a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any), represent a majority of the sum of (x) are subject only the number of shares of Company Common Stock then issued and outstanding plus (y) all shares of Company Common Stock that the Company may be required to issue on or prior to the Closing (regardless of when occurring) as a result of the vesting (including vesting solely as a result of the consummation of the Offer), conversion or exercise of Company Options and other derivative securities, including warrants, options (other than the Top-Up Option), convertible or exchangeable securities or other rights to acquire Company Common Stock (including any shares of Company Preferred Stock remaining outstanding), regardless of the conversion or exercise price or other terms and conditions thereof (the “Minimum Condition”); and (ii) the other conditions set forth in Annex I A hereto. The conditions to the Offer set forth in Annex A hereto (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub, Sub and may be waived by Parent and Merger Sub may waiveSub, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company Company, in its sole each case subject to the terms and absolute discretionconditions of this Agreement and the applicable rules and regulations of the SEC. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion), neither Parent nor Merger Sub shall not, and Parent shall not permit Merger Sub to, may make any change to the terms or conditions of the Offer that (i) reduce decreases the Offer Price, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Company Common Stock sought to be purchased in the Offer, (iiiv) reduce imposes conditions to the Offer Pricein addition to the conditions to the Offer set forth in Annex A hereto or modifies the conditions set forth in Annex A hereto in any way that is materially adverse to the holders of Company Common Stock, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to amends or waives the Offer Conditions or amend, modify or supplement the Offer, including any Offer Minimum Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (vi) extend or otherwise change the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d).

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminatecollectively, extend or modify the Offer to the extent permitted under and as they may be amended in accordance with the terms of this Agreement, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and Merger Sub, and Parent and Merger Sub may waivethe other Offer Conditions. Purchaser expressly reserves the right, in whole or in partits sole discretion, to (i) increase the Offer Price, (ii) waive any Offer Condition at and (iii) make any time other changes in the terms and from time to timeconditions of the Offer not inconsistent with the terms of this Agreement; provided, in their sole and absolute discretionhowever, other than the Minimum Tender Conditionthat unless otherwise provided by this Agreement, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase Company, Purchaser shall not (A) decrease the Offer Price or Price, (B) change the form of consideration payable in the Offer (other than by adding additional consideration (and solely with respect to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretionsuch additional consideration)), Merger Sub shall not, and Parent shall not permit Merger Sub to, (iC) reduce decrease the maximum number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iiD) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add impose conditions to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse addition to the Company Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Company Common Stock Shares or that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (viF) change or waive the Minimum Condition, (G) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions set forth in this Agreement, including the satisfaction of the Minimum Condition, the Termination Condition, and the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub Purchaser to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Merger Subthe other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, and Parent and Merger Sub may waive, in whole or in part, (ii) waive any Offer Condition at and (iii) make any time other changes in the terms and from time conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to timethe contrary contained in this Agreement, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Company, Parent and Merger Sub expressly reserve Purchaser shall not (A) decrease the right to increase the Offer Price Closing Amount or to waive or make any other changes to amend the terms and conditions of the Offer; provided that unless otherwise expressly provided herein CVR or previously approved by the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub toCVR Agreement, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Termination Condition or the Termination Conditionconditions set forth in clause (e) or (g) of Annex I, (vF) add to otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any a manner adverse to the Company or that adversely affects any holder of Company Common Stock Shares in its capacity as such or in any manner that would reasonably be expected to prevent or materially delay the consummation of (G) terminate the Offer or the Merger or (vi) accelerate, extend or otherwise change the expiration date Expiration Date, in each case, except as provided in Section 1.1(c) or 1.1(d) of this Agreement. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations obligation of Merger Sub to, to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Merger Sub to, irrevocably to accept for paymentpayment and to pay for any Shares tendered) in the Offer shall be subject only to: (i) the condition that, and pay for, any shares prior to the then scheduled expiration date of Company Common Stock validly tendered pursuant to the Offer (and not as it may be extended from time to time pursuant to Section 2.1(d)), there be validly withdrawn) are subject only to the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and tendered in accordance with the terms of this Agreementthe Offer and not withdrawn a number of Shares that, together with the Shares then owned by Parent and Merger Sub (if any), and without giving effect to any treasury shares of Common Stock, represents more than fifty percent (50%) of the Adjusted Outstanding Share Number (the “Minimum Condition”); and (ii) the other conditions set forth in Annex A hereto (together with the Minimum Condition, the “Tender Offer Conditions”). The conditions to the Offer Conditions set forth in Annex A hereto are for the sole benefit of Parent and Merger Sub, Sub and may be waived by Parent and Merger Sub may waiveSub, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company in its sole and absolute discretionCompany. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion)writing, neither Parent nor Merger Sub shall not, and Parent shall not permit Merger Sub tomay make any change to the terms or conditions of the Offer that (A) decreases the Offer Price, (iB) reduce changes the form of consideration to be paid in the Offer, (C) reduces the number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iiD) reduce imposes conditions to the Offer Pricein addition to the conditions to the Offer set forth in Annex A hereto, (iiiE) change amends the form conditions to the Offer set forth in Annex A hereto so as to broaden the scope of consideration payable in such conditions to the Offer, (ivF) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (vi) extend or otherwise change the expiration date of extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 1.01(d2.1(d), (G) amends or waives the Minimum Condition, or (H) otherwise amends any other term or condition of the Offer in a manner adverse to the holders of Shares.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right of Merger Sub to terminate, extend or modify (i) increase the Offer to Price, (ii) waive any Offer Condition and (iii) make any other changes in the extent permitted under terms and in accordance conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub; provided, and Parent and Merger Sub may waivethat unless otherwise provided by this Agreement, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (viG) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d‑11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.1.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right of Merger Sub to terminate, extend or modify (i) increase the Offer to Price, (ii) waive any Offer Condition and (iii) make any other changes in the extent permitted under terms and in accordance conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub; provided, and Parent and Merger Sub may waivehowever, in whole or in partthat unless otherwise provided by this Agreement, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Condition, maximum number of Shares sought to be purchased in the Regulatory Condition, the Restraint Condition or the Termination ConditionOffer, (vD) add impose conditions or requirements to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse addition to the Company Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Company Common Stock Shares or that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (viF) amend, modify, change or waive the Minimum Condition, the Termination Condition or the condition set forth in clause (g) of Annex I, (G) terminate the Offer or accelerate, extend or otherwise change the expiration date of the Offer in any manner other than Expiration Date, except in accordance with Section 2.1(c) or Section 2.1(d) or (H) provide any “subsequent offering period” within the terms meaning of Section 1.01(d)Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for paymentpurchase, and pay for, any shares of Company Common Stock validly all Shares tendered pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions set forth in this Agreement, including the prior satisfaction or waiver of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex I A (collectively, the “Offer Conditions”) (without limiting ). Merger Sub expressly reserves the right of Merger Sub (but is not obligated to) at any time and from time to terminate, extend or modify the Offer time in its sole discretion to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, or modify the terms of the Offer (including by increasing the Per Share Amount) in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent each case only (and Merger Sub only shall not do so except) in a manner not inconsistent with the terms of this Agreement; provided, however, without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought Shares subject to be purchased in the Offer, (ii) reduce the Offer PricePer Share Amount (except to the extent required pursuant to Section 2.09), (iii) change the form of consideration payable in the Offer, (iv) amend, modify modify, supplement or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (viv) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the Offer in any individual case in any manner adverse to the Company holders of Shares or any holder of Company Common Stock that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Merger Sub to consummate the Offer, (vi) extend or otherwise change the expiration date Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.01), (vii) change the form of consideration payable in the Offer, (viii) provide for any “subsequent offering period” (or any extension of any thereof) within the meaning of Rule 14d-11 under the Exchange Act or (ix) take any action (or fail to take any action) that would result in the Merger not being permitted to be effected pursuant to Section 251(h) of the Offer in any manner other than in accordance with the terms of Section 1.01(d)DGCL.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, Purchaser to (and of Parent to cause Merger Sub Purchaser to, irrevocably ) accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) are pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under applicable Legal Requirements) of the conditions set forth in Annex I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the amount of Merger Sub to terminate, extend or modify cash constituting the Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Legal Requirements) and (iii) make any other changes in accordance the terms and conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for ; provided, however, notwithstanding anything to the sole benefit of Parent and Merger Subcontrary contained in this Agreement, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Company, Parent and Merger Sub expressly reserve Purchaser shall not (A) decrease the right Offer Price, (B) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Purchaser to increase the Offer Price or to waive or make any other changes to the terms and conditions of cash consideration payable in the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, (iC) reduce decrease the maximum number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iiD) reduce impose conditions or requirements to the Offer Pricein addition to the Offer Conditions, (iii) change the form of consideration payable in the Offer, (ivE) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Termination Condition or the Termination Conditionconditions set forth in clause (e) or (g) of Annex I, (vF) add to otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any a manner adverse to the Company or that adversely affects any holder of Company Common Stock or Shares in any manner that would reasonably be expected to prevent or materially delay the consummation of its capacity as such, (G) terminate the Offer or the Merger or (vi) accelerate, extend or otherwise change the expiration date Expiration Date, in each case, except as provided in Section 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions set forth in this Agreement, including the satisfaction or waiver of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit “Offer to Purchase”) that contains the terms and conditions of Parent the Offer set forth in this Agreement, including the Minimum Condition, the Termination Condition and Merger Sub, and Parent and the other Offer Conditions. Merger Sub may expressly reserves the right (but is not obligated to) at any time and from time to time in its sole discretion to waive, in whole or in part, any Offer Condition at any time and from time to timeor modify the terms of the Offer (including by increasing the Per Share Price), in their sole and absolute discretioneach case, other than the Minimum Tender Condition, which may be waived by Parent only (and Merger Sub only shall not do so except) in a manner not inconsistent with the terms of this Agreement, except that, for the avoidance of doubt, without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought subject to be purchased in the Offer, (ii) reduce the Offer Per Share Price, (iii) change the form of consideration payable in the Offer, (iv) directly or indirectly amend, modify modify, supplement or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (viv) add to the Offer Conditions directly or indirectly amend, modify or supplement the Offer, including any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the Offer in any individual case in any manner that is adverse to the Company or any holder holders of shares of Company Common Stock or that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent, Merger Sub or the Company to consummate the Offer or the Merger, (vi) terminate the Offer or accelerate, extend or otherwise change the expiration date Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.1), (vii) change the form of consideration payable in the Offer in or (viii) provide for any manner other than in accordance with “subsequent offering period” (or any extension thereof) within the terms meaning of Section 1.01(d)Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The respective obligations obligation of Merger Sub to, to accept for payment and to pay for any Company Shares tendered (and the obligation of Parent to cause Merger Sub to, irrevocably to accept for paymentpayment and to pay for any Company Shares tendered) in the Offer shall be subject only to (i) the condition that, prior to the then scheduled Expiration Date of the Offer (as it may be extended from time to time pursuant to Section 1.1(d)), there be validly tendered and not withdrawn a number of Common Shares that, together with the Common Shares then owned by Parent and Merger Sub (if any), and pay forwithout giving effect to any Common Shares held in treasury, any shares represents more than 50% of the Adjusted Outstanding Share Number as of immediately prior to the Merger Sub’s acceptance for payment of the Company Common Stock validly tendered Shares pursuant to the Offer (the “Minimum Condition”), and not validly withdrawn(ii) are subject only to the other conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub on Exhibit B. The conditions to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions set forth on Exhibit B are for the sole benefit of Parent and Merger Sub and may be waived by Parent or Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than ; provided that the Minimum Tender Condition, which Condition may be amended or waived by Parent and or Merger Sub only with the prior written consent of the Company in its sole and absolute discretionCompany. Parent and Merger Sub expressly reserve the right to increase the Common Offer Price or the Series D Offer Price or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein or previously approved by the Company in writing writing, neither Parent nor Merger Sub may make any change to the terms or conditions of the Offer that (in its sole and absolute discretionA) decreases the Common Offer Price or the Series D Offer Price (other than any adjustment made pursuant to Section 1.1(c)), Merger Sub shall not, and Parent shall not permit Merger Sub to(B) changes the form of consideration to be paid in the Offer, (iC) reduce reduces the number of shares of Company Common Stock Shares or Series D Shares sought to be purchased in the Offer, (iiD) reduce imposes conditions to the Offer Pricein addition to those set forth on Exhibit B, (iiiE) change amends the form conditions to the Offer set forth on Exhibit B so as to broaden the scope of consideration payable in such conditions to the Offer, or (ivF) amend, modify or waive reduces the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to time period during which the Offer Conditions shall remain open or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (vi) extend or otherwise change the expiration date of extends the Offer in any manner other than pursuant to and in accordance with the terms of Section 1.01(d1.1(d), or otherwise amends any other term or condition of the Offer in a manner adverse to holders of Company Shares.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered (and not properly withdrawn) pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the prior satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit “Offer to Purchase”) that contains the terms set forth in this Agreement, including the Minimum Condition and the other Offer Conditions. Each of Parent and Merger SubPurchaser expressly reserves the right to (i) increase the Offer Price, and Parent and Merger Sub may waive, in whole (ii) waive or in part, modify any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or (iii) make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein or previously approved by this Agreement, without the Company in writing prior written consent of the Company, neither Parent nor Purchaser shall (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Condition, maximum number of Shares sought to be purchased in the Regulatory Condition, the Restraint Condition or the Termination ConditionOffer, (vD) add impose conditions or requirements to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse addition to the Company Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or could reasonably be expected to adversely affect, any holder of Company Common Stock Shares or that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (viF) change or waive the Minimum Condition, (G) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent Purchaser to cause Merger Sub to, irrevocably accept for paymentpurchase, and pay for, any shares of Company Common Stock validly all Shares tendered pursuant to the Offer (and not validly withdrawn) are subject only to the prior satisfaction or waiver (to the extent waiver is permitted under applicable law) of the conditions set forth in Annex I (Section 15 — “Conditions of the “Offer Conditions”) (without limiting the right of Merger Sub Offer.” The conditions to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger SubPurchaser, and Parent and Merger Sub Purchaser may waive, in whole or in part, any condition to the Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition or the Termination Condition, which which, in the case of the Minimum Tender Condition, may be waived by Parent and Merger Sub only Purchaser with the prior written consent of the Company in its sole and absolute discretionCompany. Parent and Merger Sub Purchaser expressly reserve the right right, at any time to waive, in whole or in part, any Offer condition (other than the Minimum Tender Condition and the Termination Condition), to increase the Offer Price or to waive or make any other changes to modify the terms and conditions of the Offer; provided , in each case only in a manner not inconsistent with the Merger Agreement, except that unless otherwise expressly provided herein or previously approved by Parent and Purchaser are not permitted (without the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, prior written consent of the Company) to (i) reduce the number of shares of Company Common Stock sought Shares subject to be purchased in the Offer, (ii) reduce the Offer Price, (iii) Price or change the form of consideration payable in pursuant to the Offer, (iviii) change, amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (viv) add to the Offer Conditions conditions or impose any other conditions or requirements on the Offer, (v) change, amend, modify or supplement the Offer, including any existing Offer Condition, condition in a manner that is adverse in any manner adverse respect to the Company holders of Shares or any holder of Company Common Stock that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger (except to effect an extension to the Offer to the extent expressly permitted the Merger Agreement or to validly terminate the Merger Agreement in accordance with Article VII of the Merger Agreement) or impair the ability of Parent or Purchaser to TABLE OF CONTENTS consummate the Offer, (vi) except as otherwise required or expressly permitted by the Merger Agreement, extend or otherwise change change, amend or modify the expiration date Offer Expiration Time, (vii) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act, (viii) terminate the Offer or (ix) otherwise change, amend, modify or supplement the Offer in any manner other than adverse to the holders of Shares or in any manner that delays, interferes with, hinders or impairs the consummation of the Offer. Subject to certain exceptions in the Merger Agreement, the Offer may not be terminated or withdrawn prior to its scheduled Offer Expiration Time (as extended and re-extended in accordance with the terms Merger Agreement), unless the Merger Agreement is terminated in accordance with Article VII of Section 1.01(d)the Merger Agreement.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right of Merger Sub to terminate, extend or modify (i) increase the Offer to Price, (ii) waive any Offer Condition and (iii) make any other changes in the extent permitted under terms and in accordance conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub; provided, and Parent and Merger Sub may waivethat unless otherwise provided by this Agreement, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Condition, maximum number of Shares sought to be purchased in the Regulatory Condition, the Restraint Condition or the Termination ConditionOffer, (vD) add impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or amendany other terms or conditions of this Agreement in a manner that adversely affects, modify or supplement the Offerwould reasonably be expected to adversely affect, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock Shares or that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (viF) change or waive the Minimum Condition, (G) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.1.

Terms and Conditions of the Offer. The respective obligations of Merger Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I A (the “"Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement"). The Offer Conditions are for the sole benefit of Parent and Merger Acquisition Sub, and Parent and Merger Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Acquisition Sub only with the prior written consent of the Company in its sole Company, and absolute discretionmay be asserted by Parent or Acquisition Sub regardless of the circumstances giving rise to any such conditions other than as a result of a breach by Parent or Acquisition Sub. Parent and Merger Acquisition Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion)writing, Merger Acquisition Sub shall not, and Parent shall not permit Merger Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, Condition in any a manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or Stock, (vi) terminate the Offer, or extend or otherwise change amend or modify the expiration date of the Offer Offer, in any manner other than in accordance compliance with the terms of this Agreement or (vii) except as provided in Section 1.01(d2.1(d), provide any "subsequent offering period" within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser and Parent expressly reserve the right of Merger Sub to terminate, extend or modify (i) increase the Offer to Price, (ii) waive any Offer Condition and (iii) make any other changes in the extent permitted under terms and in accordance conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub; provided, and Parent and Merger Sub may waivehowever, in whole or in partthat unless otherwise provided by this Agreement, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Condition, maximum number of Shares sought to be purchased in the Regulatory Condition, the Restraint Condition or the Termination ConditionOffer, (vD) add impose conditions to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse addition to the Company Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Company Common Stock Shares in its capacity as such or that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (viF) change or waive the Minimum Condition, (G) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, to (and of Parent to cause Merger Sub to, irrevocably ) accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) are pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under applicable Laws) of the conditions set forth in Annex I (collectively, the “"Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement"). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent "Offer to Purchase") that contains the terms set forth in this Agreement, the Minimum Tender Condition, the Termination Condition and Merger Sub, and Parent and the other Offer Conditions. Merger Sub may waive, in whole or in part, any Offer Condition expressly reserves the right to (but is not obligated to) at any time and from time to timetime in its sole discretion (i) increase the amount of cash constituting the Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in their sole the terms and absolute discretionconditions of the Offer not inconsistent with the terms of this Agreement; provided, other than however, notwithstanding anything to the Minimum Tender Conditioncontrary contained in this Agreement, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Company, Parent and Merger Sub expressly reserve shall not (A) decrease the right Offer Price, (B) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the Offer Price or to waive or make any other changes to the terms and conditions of cash consideration payable in the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, (iC) reduce decrease the maximum number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iiD) reduce impose conditions or requirements to the Offer Pricein addition to the Offer Conditions, (iii) change the form of consideration payable in the Offer, (ivE) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (vF) add to otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any a manner adverse to the Company or that adversely affects any holder of Company Common Stock Shares in its capacity as such, or in any manner that would reasonably be expected to prevent or materially delay the consummation of (G) terminate the Offer or the Merger or (vi) accelerate, extend or otherwise change the expiration date Expiration Time, in each case, except as provided in Section 1.1(c), 1.1(d) or 1.1(e). The Offer may not be withdrawn prior to the Expiration Time (or any rescheduled Expiration Time) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)ARTICLE VII.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, Purchaser to (and of Parent to cause Merger Sub Purchaser to, irrevocably ) accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) are pursuant to the Offer shall be subject only to the satisfaction or waiver (to the extent permitted under applicable Legal Requirements) of the conditions set forth in Annex I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the amount of Merger Sub cash constituting the Cash Amount and/or the Milestone Payment, (ii) add additional milestone payments and additional milestones solely with respect to terminateadditional milestone payments to the CVRs and the CVR Agreement, extend or modify the (iii) waive any Offer Condition (to the extent permitted under applicable Legal Requirements) and (iv) make any other changes in accordance the terms and conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for ; provided, however, notwithstanding anything to the sole benefit of Parent and Merger Subcontrary contained in this Agreement, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Company, Parent and Merger Sub expressly reserve Purchaser shall not (A) decrease the right Cash Amount or the amount of the Milestone Payment, (B) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Purchaser to increase the Offer Price Cash Amount or the Milestone Payment or add additional milestone payments or additional milestones solely with respect to waive or make any other changes additional milestone payments to the terms CVRs and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretionCVR Agreement), Merger Sub shall not, and Parent shall not permit Merger Sub to, (iC) reduce decrease the maximum number of shares of Company Common Stock Shares sought to be purchased in the Offer, (iiD) reduce impose conditions or requirements to the Offer Pricein addition to the Offer Conditions, (iii) change the form of consideration payable in the Offer, (ivE) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Termination Condition or the Termination Conditionconditions set forth in clause (e) or (g) of Annex I, (vF) add to otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any a manner that adversely affects, or would reasonably be expected to prevent or materially delay the consummation adversely affect any holder of Shares in its capacity as such, (G) terminate the Offer or the Merger or (vi) accelerate, extend or otherwise change the expiration date Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d), (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) amend or modify the terms of the CVR or the CVR Agreement other than to increase the amount of the Milestone Payment or to add additional milestone payments or additional milestones solely with respect to additional milestone payments. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer in any manner other than without the prior written consent of the Company, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions set forth in this Agreement, including the satisfaction of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Merger Subthe other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, and Parent and Merger Sub may waive, in whole or in part, (ii) waive any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or (iii) make any other changes to in the terms and conditions of the Offer, so long as such changes are consistent with the terms of this Agreement; provided that unless otherwise expressly provided herein or previously approved by provided, however, notwithstanding anything to the Company contrary contained in writing this Agreement, (in its sole 1) Parent and absolute discretion), Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub toamend, modify or waive the Minimum Condition and (i2) reduce without the number prior written consent of shares of Company Common Stock sought to be purchased in the OfferCompany, Parent and Purchaser shall not (iiA) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Termination Condition or the Termination Conditioncondition set forth in clause (f) of Annex I, (vF) add to otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any a manner that adversely affects, or would reasonably be expected to prevent or materially delay the consummation adversely affect, any holder of Shares (other than Parent and its Affiliates) in its capacity as such, (G) terminate the Offer or the Merger or (vi) accelerate, extend or otherwise change the expiration date Expiration Date, in each case, except as provided in Section 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right of Merger Sub to terminate, extend or modify (i) increase the Offer to Price, (ii) waive any Offer Condition and (iii) make any other changes in the extent permitted under terms and in accordance conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub; provided, and Parent and Merger Sub may waivehowever, in whole or in partthat unless otherwise provided by this Agreement, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Condition, maximum number of Shares sought to be purchased in the Regulatory Condition, the Restraint Condition or the Termination ConditionOffer, (vD) add impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or amend, modify any other terms or supplement the Offer, including any Offer Condition, conditions of this Agreement in any a manner adverse that would or would reasonably be expected to the Company or adversely affect any holder of Company Common Stock Shares or that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (viF) change or waive the Minimum Condition, (G) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations of Merger Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions Conditions, other than the Minimum Tender Condition, are for the sole benefit of Parent and Merger Acquisition Sub, and Parent and Merger Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Acquisition Sub only with the prior written consent of the Company in its sole and absolute discretionCompany. Parent and Merger Acquisition Sub expressly reserve the right to increase the Offer Price Merger Consideration or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion)writing, Merger Acquisition Sub shall not, and Parent shall not permit Merger Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer PriceCash Consideration or the number of CVRs to be issued per share of Company Common Stock or amend the terms of the CVR or the CVR Agreement in a manner that is adverse to the interests of the holders of CVRs, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, Condition in any a manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or Stock, (vi) terminate the Offer, or extend or otherwise change amend or modify the expiration date of the Offer Offer, in any manner other than in accordance compliance with the terms of Section 1.01(d)this Agreement or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions set forth in this Agreement, including the satisfaction of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions. Purchaser expressly reserves the right of Merger Sub to terminate, extend or modify (i) increase the Offer to Price, (ii) waive any Offer Condition and (iii) make any other changes in the extent permitted under terms and in accordance conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for ; provided, however, notwithstanding anything to the sole benefit of Parent and Merger Subcontrary contained in this Agreement, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole Company, Parent, Payor and absolute discretion. Parent and Merger Sub expressly reserve Purchaser shall not (A) decrease the right to increase the Offer Price Closing Amount or to waive or make any other changes to amend the terms and conditions of the Offer; provided that unless otherwise expressly provided herein CVR or previously approved by the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub toCVR Agreement, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) Table of Contents decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Termination Condition or the Termination Conditionconditions set forth in clause (e) or (g) of Annex I, (vF) add to otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any a manner that adversely affects, or would reasonably be expected to prevent or materially delay the consummation adversely affect, any holder of Shares in its capacity as such, (G) terminate the Offer or the Merger or (vi) accelerate, extend or otherwise change the expiration date Expiration Date, in each case, except as provided in Sections 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions set forth in this Agreement, including the satisfaction of the Minimum Condition, the Termination Condition, and the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub Purchaser to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Merger Subthe other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, and Parent and Merger Sub may waive, in whole or in part, (ii) waive any Offer Condition at and (iii) make any time other changes in the terms and from time conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to timethe contrary contained in this Agreement, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Company, Parent and Merger Sub expressly reserve Purchaser shall not (A) decrease the right to increase the Offer Price Closing Amount or to waive or make any other changes to amend the terms and conditions of the Offer; provided that unless otherwise expressly provided herein CVR or previously approved by the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub toCVR Agreement, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Termination Condition or the Termination Conditioncondition set forth in clause (f) of Annex I, (vF) add to otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any a manner adverse to the Company or that adversely affects any holder of Company Common Stock Shares in its capacity as such or in any manner that would reasonably be expected to prevent or materially delay the consummation of (G) terminate the Offer or the Merger or (vi) accelerate, extend or otherwise change the expiration date Expiration Date, in each case, except as provided in Section 1.1(c) or 1.1(d) of this Agreement. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)7.1.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly Shares tendered pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions of this Agreement and the prior satisfaction or waiver of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex I Exhibit A (the “Offer Conditions”) (without limiting ). Merger Sub expressly reserves the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition (but is not obligated to) at any time and from time to timetime in its sole discretion to waive any Offer Condition or modify the terms of the Offer (including by increasing the Per Share Amount), in their sole and absolute discretioneach case only in a manner not inconsistent with the terms of this Agreement, other than the Minimum Tender Conditionexcept that, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought Shares subject to be purchased in the Offer, (ii) reduce the Offer PricePer Share Amount, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (viv) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, Condition or any other term of the Offer in any manner adverse to the Company holders of Shares or any holder of Company Common Stock that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Merger Sub to consummate the Offer, (viv) extend or otherwise change the expiration date Offer Expiration Time (except as required or permitted by the other provisions of this Section 2.01), (vi) change the form of consideration payable in the Offer in or (vii) provide for any manner other than in accordance with “subsequent offering period” (or any extension thereof) within the terms meaning of Section 1.01(d)Rule 14d-11 under the Exchange Act.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions set forth in this Agreement, including the satisfaction of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Merger Subthe other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, and Parent and Merger Sub may waive, in whole or in part, (ii) waive any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or (iii) make any other changes to in the terms and conditions of the Offer, so long as such changes are consistent with the terms of this Agreement; provided that unless otherwise expressly provided herein or previously approved by provided, however, notwithstanding anything to the Company contrary contained in writing this Agreement, (in its sole 1) Parent and absolute discretion), Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub toamend, modify or waive the Minimum Condition and (i2) reduce without the number prior written consent of shares of Company Common Stock sought to be purchased in the OfferCompany, Parent and Purchaser shall not (iiA) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Termination Condition or the Termination Conditioncondition set forth in clause (f) of Annex I, (vF) add to otherwise amend or modify any of the other terms of the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any a manner that adversely affects, or would reasonably be expected to prevent or materially delay the consummation adversely affect, any holder of Shares (other than Parent and its Affiliates) in its capacity as such, (G) terminate the Offer or the Merger or (vi) accelerate, extend or otherwise change the expiration date Expiration Date, in each case, except as provided in Section 1.1(c) or 1.1(d) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer in may not be withdrawn prior to the Expiration Date (or any manner other than rescheduled Expiration Date), unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which is non-waivable and may not be waived by Parent and Merger Sub only with the prior written consent of the Company in its sole and absolute discretionamended or modified. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, or amend, modify or waive clauses (b), (c)(i) or (c)(ii) of the Regulatory Condition, the Restraint Condition or the Termination ConditionOffer Conditions, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or Condition in any manner that is or would reasonably be expected to prevent or materially delay be adverse to the consummation of the Offer or the Merger Unaffiliated Stockholders, or (vi) terminate, accelerate, limit or extend or otherwise change the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d).

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right of Merger Sub to terminate, extend or modify (i) increase the Offer to Price, (ii) waive any Offer Condition and (iii) make any other changes in the extent permitted under terms and in accordance conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub; provided, and Parent and Merger Sub may waivehowever, in whole or in partthat unless otherwise provided by this Agreement, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Condition, maximum number of Shares sought to be purchased in the Regulatory Condition, the Restraint Condition or the Termination ConditionOffer, (vD) add impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or amendany other terms or conditions of this Agreement in a manner that adversely affects, modify or supplement the Offercould reasonably be expected to adversely affect, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock Shares or that could, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (viF) change or waive the Minimum Condition, (G) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.

Terms and Conditions of the Offer. Each of Parent and Purchaser shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions of this Agreement. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Offer Conditions. The Offer shall be made by means of an offer to purchase that is disseminated to all of the holders of Shares pursuant to the Exchange Act and contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and the other Offer Conditions (the “Offer to Purchase”). Purchaser reserves the right to: (i) increase the Offer Price; (ii) waive any Offer Condition (other than the Minimum Condition, the Termination Condition or conditions (d) (to the extent such waiver would reasonably be expected to adversely affect the Company’s stockholders, directors or officers or require rescission of the transactions contemplated hereby under applicable Antitrust Laws) or (f) (to the extent such order or injunction applies against the Acquired Corporations or their respective directors or officers) set forth in Annex I I); and (iii) make any other changes in the “Offer Conditions”) (without limiting the right terms and conditions of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance not inconsistent with the terms of this Agreement). The Offer Conditions are for Notwithstanding anything to the sole benefit of Parent and Merger Subcontrary contained in this Agreement, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. , Parent and Merger Sub expressly reserve the right to increase Purchaser shall not: (A) decrease the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion), Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased than in the Offer, manner required by Section 1.1(g); (ii) reduce the Offer Price, (iiiB) change the form of consideration payable in the Offer, ; (ivC) decrease the maximum number of Shares sought to be purchased in the Offer; (D) impose conditions or requirements to the Offer in addition to the Offer Conditions; (E) amend, modify change or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Termination Condition or the Termination Condition, conditions (vd) add (to the Offer Conditions extent such amendment, change or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that waiver would reasonably be expected to prevent adversely affect the Company’s stockholders, directors or materially delay officers or require rescission of the consummation of transactions contemplated hereby under applicable Antitrust Laws) or (f) (to the extent such order or injunction applies against the Acquired Corporations or their respective directors or officers) set forth in Annex I; (F) except as provided in Sections 1.1(c) or 1.1(d), terminate the Offer or the Merger or (vi) accelerate, extend or otherwise change the expiration date Expiration Date; (G) provide any “subsequent offering period” (or any extension of such “subsequent offering period”) within the meaning of Rule 14d-11 promulgated under the Exchange Act; or (H) otherwise modify or amend any of the terms or conditions of the Offer in a manner that adversely affects, or reasonably could be expected to adversely affect, any manner other than in accordance with the terms holder of Section 1.01(d)Shares.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition, the Termination Condition and the satisfaction or waiver of the other conditions set forth in Annex I Exhibit B (the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”) (without limiting ). Merger Sub expressly reserves the right of Merger Sub to terminate, extend or modify (i) increase the Offer to Price, (ii) waive any Offer Condition or (iii) make any other changes in the extent permitted under terms and in accordance conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for ; provided, however, that notwithstanding anything to the sole benefit of Parent and Merger Subcontrary in this Agreement, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Company, neither Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion), nor Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (iiA) reduce the Offer Price, (iiiB) waive, amend or modify the Minimum Tender Condition or the Termination Condition, (C) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Condition in a manner adverse to the holders of the Shares, (D) except as otherwise provided in Section 1.1, extend or otherwise amend or modify the Expiration Time of the Offer, (E) terminate the Offer other than in accordance with this Agreement, (F) change the form of consideration payable in the Offer, (ivG) amendprovide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act, modify or waive (H) decrease the Minimum Tender Conditionnumber of Shares sought to be purchased in the Offer. If, between the date of this Agreement and the Expiration Time, the Regulatory Conditionoutstanding Shares are changed into a different number or class of shares by reason of any stock split, the Restraint Condition divisions, or the Termination Conditionsubdivision of shares, (v) add to stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably Price shall be expected to prevent or materially delay the consummation of the Offer or the Merger or (vi) extend or otherwise change the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d)appropriately adjusted.

Terms and Conditions of the Offer. The respective obligations of Merger Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Acquisition Sub, and may be asserted by Parent and Merger Acquisition Sub may waiveor waived by Parent or Acquisition Sub, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Acquisition Sub only with the prior written consent of the Company in its sole and absolute discretionCompany. Parent and Merger Acquisition Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion)writing, Merger Acquisition Sub shall not, and Parent shall not permit Merger Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought subject to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, Condition in any a manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of Stock, (vi) terminate the Offer or the Merger or (vi) extend or otherwise change amend or modify the expiration date of the Offer in any manner other than in accordance compliance with the terms of Section 1.01(d)this Agreement or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The respective obligations of Merger Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Acquisition Sub, and Parent and Merger Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Acquisition Sub only with the prior written consent of the Company in its sole and absolute discretionCompany. Parent and Merger Acquisition Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion)writing, Merger Acquisition Sub shall not, and Parent shall not permit Merger Acquisition Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the any Offer Conditions Condition or amend, modify or supplement the Offer, including any Offer Condition, Condition in any a manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or Stock, (vi) terminate the Offer, or extend or otherwise change amend or modify the expiration date of the Offer in any manner other than in accordance compliance with the terms of Section 1.01(dthis Agreement or (vii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act, unless, in the case of this clause (vii), the exercise of the Top-Up would be insufficient to cause Parent to reach the Short-Form Threshold or the Top-Up is otherwise held by a court of competent jurisdiction to be unenforceable or is enjoined by such court.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the satisfaction or waiver of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Termination Condition and Merger Sub, and Parent and the other Offer Conditions. Merger Sub may expressly reserves the right (but is not obligated to) at any time and from time to time in its sole discretion to (i) waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent (ii) increase the Per Share Price or (iii) otherwise modify the terms of the Offer only (and Merger Sub only shall not do so except) in a manner not inconsistent with the terms of this Agreement, except that, without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the OfferOffer (other than in each case an adjustment made pursuant to Section ‎2.1(i)), (ii) reduce the Offer PricePer Share Price (other than in each case an adjustment made pursuant to Section ‎2.1(i)), (iii) change the form of consideration payable in the Offer, (iv) amend, modify modify, supplement or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (viv) add to the Offer Conditions directly or indirectly amend, modify or supplement the Offer, including any Offer Condition, (v) amend, modify or supplement any other term of the Offer in any manner that is or would reasonably be expected to be adverse to the Company or any holder holders of shares of Company Common Stock in their capacities as such, (v) amend, modify or supplement any term of the Offer in any individual case that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Merger Sub or the Company to consummate the Offer or the Merger, (vi) terminate the Offer (unless this Agreement is terminated in accordance with Section ‎8.1), accelerate, extend or otherwise change the expiration date Offer Expiration Time (in each case, except as expressly required or permitted by the other provisions of this Section ‎2.1), (vii) change the form of consideration payable in the Offer in or (viii) provide for any manner other than in accordance with “subsequent offering period” (or any extension of any thereof) within the terms meaning of Section 1.01(d)Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The respective obligations of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) (without limiting that contains the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right of Merger Sub to terminate, extend or modify (i) increase the Offer to Price, (ii) waive any Offer Condition and (iii) make any other changes in the extent permitted under terms and in accordance conditions of the Offer not inconsistent with the terms of this Agreement). The Offer Conditions are for the sole benefit of Parent and Merger Sub; provided, and Parent and Merger Sub may waivethat unless otherwise provided by this Agreement, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with without the prior written consent of the Company in its sole and absolute discretion. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion)Company, Merger Sub shall not, and Parent Purchaser shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (viG) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.1.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I (the “"Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement"). The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company in its sole and absolute discretionCompany. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to in the terms and conditions of the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion)writing, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, Condition in any a manner adverse to the Company or any holder holders of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or Stock, (vi) terminate, extend or otherwise change amend or modify the expiration date of the Offer in any manner other than in accordance compliance with the terms of Section 1.01(d)this Agreement, (vii) provide any "subsequent offering period" within the meaning of Rule 14d-11 promulgated under the Exchange Act or (viii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Company Common Stock.

Terms and Conditions of the Offer. The respective obligation of Merger Sub to accept for payment and to pay for any shares of Company Common Stock tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any shares of Company Common Stock tendered) in the Offer and not withdrawn shall be subject only to: (i) the condition that, at the then scheduled expiration of the Offer (as it may be extended from time to time pursuant to Section 2.1(d) hereof), there be validly tendered in accordance with the terms of the Offer and not withdrawn a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any) represents more than sixty-six and two-thirds percent (66- 2/3%) of the sum of (x) the number of shares of Company Common Stock then issued and outstanding plus (y) all shares of Company Common Stock that the Company may be required to issue on or prior to the Closing as a result of the conversion or exercise of Company Options, Company Stock Units and other derivative securities, including warrants, options (other than the Top-Up Option), convertible or exchangeable securities or other rights to acquire Company Common Stock (the “Minimum Condition”); and (ii) the other conditions set forth in Annex A hereto. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, payment any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are shall be subject only to the Minimum Condition and those conditions to the Offer set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub A hereto. The conditions to terminate, extend or modify the Offer to the extent permitted under and set forth in accordance with the terms of this Agreement). The Offer Conditions Annex A hereto are for the sole benefit of Parent and Merger Sub, Sub and may be waived by Parent and Merger Sub may waiveSub, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company Company, in its sole each case subject to the terms and absolute discretionconditions of this Agreement and the applicable rules and regulations of the SEC. Parent and Merger Sub expressly reserve the right right, subject to Sections 2.1(d) and 2.1(g), to increase the Offer Price or to waive or make any other changes to in the terms and conditions of to the Offer; provided provided, however, that unless otherwise expressly provided herein in this Agreement or previously approved by the Company in writing (in its sole and absolute discretion)writing, neither Parent nor Merger Sub shall not, and Parent shall not permit Merger Sub to(A) decrease the Offer Price, (iB) change the form of consideration to be paid in the Offer, (C) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (iiD) reduce impose conditions to the Offer Pricein addition to the conditions to the Offer set forth in Annex A hereto, (iiiE) change extend the form of consideration payable Offer other than in the Offera manner pursuant to, and in accordance with, Section 2.1(d), (ivF) amend, modify amend or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or (G) amend any of the Termination Condition, (v) add to terms and conditions of the Offer Conditions or amend, modify or supplement the Offer, including any Offer Condition, in any manner adverse to the Company or any holder of Company Common Stock or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or (vi) extend or otherwise change the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d)Shareholders.

Terms and Conditions of the Offer. The respective obligations of Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex I (collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer to the extent permitted under and in accordance with the terms of this Agreement). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and Merger Sub, and Parent and the other Offer Conditions. Merger Sub may waive, in whole expressly reserves the right to (i) increase the Offer Price or in part, (ii) waive any Offer Condition at any time and from time to time, in their sole and absolute discretion, (other than the Minimum Tender Condition and the Termination Condition); provided, which may be waived that unless otherwise provided by Parent and Merger Sub only with this Agreement, without the prior written consent of the Company in its sole and absolute discretion. Company, neither Parent and Merger Sub expressly reserve the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer; provided that unless otherwise expressly provided herein or previously approved by the Company in writing (in its sole and absolute discretion), nor Merger Sub shall not, and Parent shall not permit Merger Sub to, (iA) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Condition, number of Shares sought to be purchased in the Regulatory Condition, the Restraint Condition or the Termination ConditionOffer, (vD) add impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions or amendany other terms or conditions of this Agreement in a manner that would, modify or supplement the Offerwould reasonably be expected to, including any Offer Condition, in any manner adverse to the Company or adversely affect any holder of Company Common Stock Shares or that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions (viexcept to effect an extension of the Offer to the extent expressly permitted or required by this Section 1.1), (F) change or waive the Minimum Condition, (G) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be terminated or withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d)8.1.