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for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the conditions set forth in Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the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 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payment, and pay for, any shares of Company Common Stock Shares validly tendered pursuant to the Offer (and not validly withdrawn) are subject only to the terms and conditions set forth in Annex I this Agreement, including the satisfaction of the Minimum Condition, the Termination Condition and the other conditions set forth in Exhibit A (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. Acquisition Sub 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 and absolute discretion. Company, 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 Acquisition 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) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify, supplement or waive the Minimum Condition or Termination Condition, (F) amend, modify or waive supplement any of the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add to 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 Initial 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)Article VIII.

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 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, 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 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 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 validly Shares tendered 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 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 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) 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 Expiration, except as permitted under Section 2.1(c) or Section 2.1(d), (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) amend or modify the terms of the Offer in any manner CVRs or the CVR Agreement (other than in accordance with the terms of Section 1.01(ddefinition thereof).

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 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. Merger Sub and Parent expressly reserve the right of Merger Sub (in their sole discretion) to terminate, extend or modify (i) increase the Offer Price, (ii) waive any Offer Condition (other than the Minimum Condition and the Termination Condition) and (iii) amend, modify or supplement any of the other terms or conditions of the Offer prior to the Offer Acceptance Time to the extent permitted under and in accordance 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. 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(A) decrease the Offer Price, (iB) reduce change the form of consideration payable in the Offer, (C) decrease the number of shares of Company Common Stock 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 impose conditions or waive the Minimum Tender Condition, the Regulatory Condition, the Restraint Condition or the Termination Condition, (v) add 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 would adversely affect any holder of shares of Company Common Stock in any material respect or that would, individually or in any manner that would the aggregate, reasonably be expected to prevent or materially delay beyond the End Date the consummation of the Offer or have a Parent Material Adverse Effect (except to effect an extension of the Merger Offer to the extent expressly permitted or required by this Section 2.1), (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 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.

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.

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 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 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 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 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. 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 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 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 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 Acquisition Sub to, and of Parent to cause Merger Acquisition Sub to, irrevocably accept for payment, payment and pay for, any for 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 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 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 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) take any action inconsistent with Exchange Act Rule 14d-10 or any other applicable Law or Order. Each holder of shares of Company Restricted Stock may tender pursuant to the Offer all, but not fewer than all, shares of Company Restricted Stock owned by them and, if validly tendered and accepted for payment, the forfeiture restrictions pertaining thereto shall terminate immediately upon AGREEMENT AND PLAN OF MERGER acceptance for payment, and all such shares so tendered and accepted shall be entitled to receive the Offer Price as payment therefor. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer.

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, 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 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 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 Subject to the Offer (terms and not validly withdrawn) are subject only to 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”), as soon as practicable after the Expiration Date, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms, and promptly accept for payment and promptly thereafter pay for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer (without limiting the “Offer Closing”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains terms not inconsistent with those set forth in this Agreement. 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 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 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 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) amenddecrease the maximum number of Company 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 in a manner that adversely affects any holder of Company Shares (collectively, the “Company Stockholders”) in its capacity as such, (F) change 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 Expiration Date of the Offer in (except to the extent permitted or required pursuant to Section 1.1(c)) or (H) provide any manner other than “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be terminated prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer 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 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 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 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 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 Subject to the Offer (and not validly withdrawn) are subject only to satisfaction or waiver of the conditions set forth in Annex I (collectively, the “Offer Conditions”), as soon as practicable after the Expiration Date, Purchaser shall (and Parent shall cause Purchaser to) (without limiting the right of Merger Sub to terminate, extend or modify consummate the Offer to the extent permitted under and in accordance with its terms and promptly accept for payment and promptly thereafter pay for all Shares validly tendered and not properly withdrawn pursuant to the terms of this Agreement)Offer. The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Parent “Offer to Purchase”) that reflects the terms set forth in this Agreement and Merger Subthe 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 the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided provided, however, that unless otherwise expressly provided herein or previously approved by without the Company in writing prior written consent of the Company, Purchaser shall not (in its sole and absolute discretion), Merger Sub shall not, and Parent shall cause Purchaser 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 in its capacity as such or in any manner that would reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of Parent, Payor or Purchaser to consummate the Offer, the Merger or the other Transactions, (viF) change or waive the Minimum Condition or the Regulatory Condition, (G) terminate the Offer or accelerate, extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than in accordance with as required by this Agreement or provided under Sections 1.1(c) or 1.1(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.