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

Terms and Conditions of the Offer. The obligations of Merger Sub to (and of Parent to cause Merger Sub to) accept for purchase, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Merger Sub shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12), (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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock 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 Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement 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 in its capacity as such, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 2.1(c) or 2.1(d), or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

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 purchasepayment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly withdrawn) pursuant are subject only to the Offer shall be subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means ) (without limiting the right of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub expressly reserves to terminate, extend or modify the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) 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 in to the terms and conditions of the Offer not inconsistent with Offer; provided that unless otherwise expressly provided herein or previously approved by the terms of this Agreement; providedCompany in writing (in its sole and absolute discretion), however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Merger Sub shall not, and Parent shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)permit Merger Sub to, (Bi) change reduce the form number of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number shares of Company Common Stock sought to be purchased in the Offer, (Dii) impose conditions or requirements to reduce the Offer in addition to the Offer ConditionsPrice, (Eiii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, Termination the Regulatory Condition, the Restraint Condition or the conditions set forth in clause (f) of Annex 1Termination Condition, (Fv) add to the Offer Conditions or amend, modify or supplement the Offer, including any of Offer Condition, in any manner adverse to the Offer Conditions in a manner that adversely affects, Company or would reasonably be expected to adversely affect, any holder of Company Common Stock or in its capacity as such, (G) withdraw any manner that would reasonably be expected to prevent or terminate materially delay the consummation of the Offer or accelerate, the Merger or (vi) extend or otherwise change the Expiration Date, expiration date of the Offer in each case, except as provided any manner other than in Sections 2.1(c) or 2.1(daccordance with the terms of Section 1.01(d), or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to (to, and of Parent to cause Merger Acquisition Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject only to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the terms and conditions set forth in Annex 1 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”), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1)Condition, the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Acquisition Sub expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Merger Acquisition Sub shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock 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 modify, supplement or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1Termination Condition, (F) amend, modify or supplement any of the other terms of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Company Common Stock Shares in its capacity as such, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 2.1(c1.1(c) or 2.1(d), 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, unless this Agreement is terminated in accordance with Article VIII.

Terms and Conditions of the Offer. The obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in that unless otherwise provided by this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement 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 its capacity as suchthe 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, change or waive the Minimum Condition, the Termination Condition or the condition set forth in clause (g) of Annex I, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, except in each case, except as provided in Sections accordance with Section 2.1(c) or Section 2.1(d), ) or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub Purchaser to (and of Parent to cause Merger Sub Purchaser to) accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject to the prior satisfaction or waiver (to the extent permitted under applicable lawsLegal Requirements) of the conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1)Condition, the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable LawsLegal Requirements) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)Price, (B) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub Purchaser to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock 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 Condition, Termination Condition or the conditions set forth in clause (fe) or (g) of Annex 1I, (F) amend, otherwise amend or modify or supplement any of the other terms of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, affects any holder of Company Common Stock Shares in its capacity as such, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 2.1(cSection 1.1(c) or 2.1(d), 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, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly Shares tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in that unless otherwise provided by this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions in a manner that adversely affectsaffects any holder of Shares or that could, individually or would in the aggregate, reasonably be expected to adversely affectprevent or delay the consummation of the Offer or prevent, any holder delay or impair the ability of Company Common Stock Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (F) amend, modify, change or waive the Minimum Condition, the Termination Condition or the condition set forth in its capacity as suchclause (g) of Annex I, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each caseExpiration, except as provided in Sections permitted under Section 2.1(c) or Section 2.1(d), or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange ActAct or (I) amend or modify the terms of the CVRs or the CVR Agreement (other than in accordance with the definition thereof).

Terms and Conditions of the Offer. The obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject only to the prior terms and conditions set forth in this Agreement, including the satisfaction or waiver (to the extent permitted under applicable laws) of the Minimum Condition, the Termination Condition, and the other conditions set forth in Annex 1 I (collectively, the “Offer Conditions”) (without limiting the right of Purchaser to terminate, extend or modify the Offer in accordance with the terms of this Agreement), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1)Condition, the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price Closing Amount or amend the terms of the CVR or the Stock Offer Price (except to the extent required by Section 3.12)CVR Agreement, (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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock 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 Condition, Termination Condition or the conditions set forth in clause (fe) or (g) of Annex 1I, (F) amend, otherwise amend or modify or supplement any of the other terms of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, affects any holder of Company Common Stock Shares in its capacity as such, such or (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 2.1(cSection 1.1(c) or 2.1(d), or (H1.1(d) provide any “subsequent offering period” of this Agreement. The Offer may not be withdrawn prior to the Expiration Date (or any extension thereofrescheduled Expiration Date) within of the meaning of Rule 14d-11 promulgated under the Exchange ActOffer, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Merger Sub to (to, and of Parent to cause Merger Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means Conditions are for the sole benefit of an offer 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 purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, other than the Minimum Condition (as defined in Annex 1)Tender Condition, which may be waived by Parent and Merger Sub only with the Termination Condition (as defined in Annex 1) prior written consent of the Company. Parent and the other Offer Conditions. Merger Sub expressly reserves reserve the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) to waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, notwithstanding anything to the contrary contained that unless otherwise provided in this AgreementAgreement or previously approved by the Company in writing, without the prior written consent of the Company, Parent and Merger Sub shall not, and Parent shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)permit Merger Sub to, (Bi) change reduce the form number of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number shares of Company Common Stock sought to be purchased in the Offer, (Dii) impose conditions or requirements to reduce the Offer in addition to the Offer ConditionsPrice, (Eiii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, Termination Condition (v) add to the Offer Conditions or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions Condition in a manner that adversely affects, or would reasonably be expected materially adverse to adversely affect, any holder of Company Common Stock in its capacity as suchStock, or (Gvi) withdraw or terminate the Offer or accelerateterminate, extend or otherwise change amend or modify the Expiration Date, expiration date of the Offer in each case, except as provided any manner other than in Sections 2.1(c) or 2.1(d), or (H) provide any “subsequent offering period” (or any extension thereof) within accordance with the meaning terms of Rule 14d-11 promulgated under the Exchange Actthis Agreement.

Terms and Conditions of the Offer. The obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in that unless otherwise provided by this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement 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 Company Common Stock Shares or that would, individually or in its capacity as suchthe 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 Condition or the Termination Condition, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, Date in each case, except a manner other than as provided in Sections 2.1(c) required or 2.1(d), permitted by this Agreement or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 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 Section 8.1.

Terms and Conditions of the Offer. The obligations of Merger Sub to (to, and of Parent to cause Merger Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject only to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means Conditions are for the sole benefit of an offer 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 purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, other than the Minimum Condition (as defined in Annex 1)Tender Condition, the Termination Condition (as defined in Annex 1) which is non-waivable and the other Offer Conditionsmay not be amended or modified. Parent and Merger Sub expressly reserves reserve the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) to waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, notwithstanding anything to the contrary contained that unless otherwise provided in this AgreementAgreement or previously approved by the Company in writing (in its sole and absolute discretion), without the prior written consent of the Company, Parent and Merger Sub shall not, and Parent shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)permit Merger Sub to, (Bi) change reduce the form number of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number shares of Company Common Stock sought to be purchased in the Offer, (Dii) impose conditions or requirements to reduce the Offer in addition to the Offer ConditionsPrice, (Eiii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, Termination Condition or the conditions set forth in clause amend, modify or waive clauses (fb), (c)(i) or (c)(ii) of Annex 1the Offer Conditions, (Fv) add to the Offer Conditions or amend, modify or supplement any of the Offer Conditions Condition in a any manner that adversely affects, is or would reasonably be expected to adversely affect, any holder of Company Common Stock in its capacity as such, (G) withdraw or terminate be adverse to the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 2.1(c) or 2.1(d)Unaffiliated Stockholders, or (Hvi) provide terminate, accelerate, limit or extend the expiration date of the Offer in any “subsequent offering period” (or any extension thereof) within manner other than in accordance with the meaning terms of Rule 14d-11 promulgated under the Exchange ActSection 1.01(d).

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to (to, and of Parent to cause Merger Acquisition Sub to) , accept for purchase, payment and pay for, any for shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Acquisition Sub, and Parent and Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, other than the Minimum Condition (as defined in Annex 1)Tender Condition, which may be waived by Parent and Acquisition Sub only with the Termination Condition (as defined in Annex 1) prior written consent of the Company. Parent and the other Offer Conditions. Merger Acquisition Sub expressly reserves reserve the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) to waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, notwithstanding anything to the contrary contained that unless otherwise provided in this AgreementAgreement or previously approved by the Company in writing, without the prior written consent of the Company, Parent and Merger Acquisition Sub shall not, and Parent shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)permit Acquisition Sub to, (Bi) change reduce the form number of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number shares of Company Common Stock sought to be purchased in the Offer, (Dii) impose conditions or requirements to reduce the Offer in addition to the Offer ConditionsPrice, (Eiii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, Termination Condition (v) add to the Offer Conditions or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions Condition in a manner that adversely affects, or would reasonably be expected adverse to adversely affect, any holder of Company Common Stock in its capacity as suchStock, (Gvi) withdraw or terminate the Offer Offer, or accelerate, extend or otherwise change amend or modify the Expiration Dateexpiration date of the Offer in any manner other than in compliance with the terms of this Agreement, in each case, except as provided in Sections 2.1(c) or 2.1(d), or (Hvii) provide any “subsequent offering period” (or any extension thereof) 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 obligations of Merger Sub to (to, and of Parent to cause Merger Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub and Parent expressly reserves reserve the right (in their sole discretion) to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to other than the extent permitted under applicable LawsMinimum Condition and the Termination Condition) and (iii) make amend, modify or supplement any of the other changes in the terms and or conditions of the Offer prior to the Offer Acceptance Time to the extent not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in that unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent and nor Merger Sub shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of shares of Company Common Stock sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions in a manner that would adversely affects, or would reasonably be expected to adversely affect, affect any holder of shares of Company Common Stock in its capacity as suchany material respect or that would, individually or in the aggregate, reasonably be expected to prevent or delay beyond the End Date the consummation of the Offer or have a Parent Material Adverse Effect (except to effect an extension of the Offer to the extent expressly permitted or required by this Section 2.1), (F) change or waive the Minimum Condition, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, Date in each case, except a manner other than as provided in Sections 2.1(c) required or 2.1(d), permitted by this Agreement 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 terminated or withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1.

Terms and Conditions of the Offer. The obligations of Merger Sub to (to, and of Parent to cause Merger Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to other than the extent permitted under applicable Laws) Minimum Condition and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementTermination Condition); provided, however, notwithstanding anything to the contrary contained in that unless otherwise provided by this Agreement, without the prior written consent of the Company, neither Parent and nor Merger Sub shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amendamend or modify any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that would, modify 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 Merger Sub to consummate the Offer, the Merger or the other Transactions (except 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, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement 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 in its capacity as such, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, Date in each case, except a manner other than as provided in Sections 2.1(c) required or 2.1(d), permitted by this Agreement 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 terminated or withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with Section 8.1.

Terms and Conditions of the Offer. The obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in that unless otherwise provided by this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement 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 Company Common Stock Shares or that would, individually or in its capacity as suchthe 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 Condition or the Termination Condition, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, Date in each case, except a manner other than as provided in Sections 2.1(c) required or 2.1(d), permitted by this Agreement 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, unless this Agreement is terminated in accordance with Section 8.1.

Terms and Conditions of the Offer. The obligations of Merger Sub to (and of Parent to cause Merger Sub to) accept for purchase, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant Subject to the Offer shall be subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 I (collectively, the “Offer Conditions”), as soon as practicable after the Expiration Date, Purchaser shall (and no other conditionsParent shall cause Purchaser to) consummate the Offer 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 Offer. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains reflects the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) Agreement and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, that without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (and Parent shall cause Purchaser not to) (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement 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 Company Common Stock Shares in its capacity as suchsuch or 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, (F) change or waive the Minimum Condition or the Regulatory Condition, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, Date in each case, except a manner other than as required by this Agreement or provided in under Sections 2.1(c1.1(c) or 2.1(d1.1(d), or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to (to, and of Parent to cause Merger Acquisition Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) properly withdrawn pursuant to the Offer shall be are subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 A (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Acquisition Sub, and Parent and Acquisition Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, other than the Minimum Condition (as defined in Annex 1)Tender Condition, which may be waived by Parent and Acquisition Sub only with the Termination Condition (as defined in Annex 1) prior written consent of the Company. Parent and the other Offer Conditions. Merger Acquisition Sub expressly reserves reserve the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) to waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, notwithstanding anything to the contrary contained that unless otherwise provided in this AgreementAgreement or previously approved by the Company in writing, without the prior written consent of the Company, Parent and Merger Acquisition Sub shall not, and Parent shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)permit Acquisition Sub to, (Bi) change reduce the form number of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number shares of Company Common Stock sought to be purchased in the Offer, (Dii) impose conditions or requirements to reduce the Offer in addition to the Offer ConditionsPrice, (Eiii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, Termination (v) add any Offer Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions Condition in a manner that adversely affects, or would reasonably be expected adverse to adversely affect, any holder of Company Common Stock in its capacity as suchStock, (Gvi) withdraw or terminate the Offer Offer, or accelerate, extend or otherwise change amend or modify the Expiration Date, expiration date of the Offer in each case, except as provided any manner other than in Sections 2.1(c) or 2.1(d), compliance with the terms of this Agreement or (Hvii) provide any “subsequent offering period” (or any extension thereof) 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 obligations of Merger Sub to (and of Parent to cause Merger Sub to) accept for purchase, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant Subject to the Offer shall be subject to terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 I (collectively, the “Offer Conditions”), as soon as practicable after the Expiration Date, Purchaser shall (and no other conditionsParent 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 (the “Offer Closing”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms not inconsistent with those set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) . Purchaser and the other Offer Conditions. Merger Sub Parent expressly reserves reserve the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, that without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, affects any holder of Company Common Stock Shares (collectively, the “Company Stockholders”) in its capacity as such, (F) change or waive the Minimum Condition, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, Date of the Offer (except as provided in Sections 2.1(cto the extent permitted or required pursuant to Section 1.1(c)) or 2.1(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 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 Section 8.

Terms and Conditions of the Offer. The obligations of Merger Sub to (to, and of Parent to cause Merger Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject only to the prior terms and conditions set forth in this Agreement, including the satisfaction or waiver (to the extent permitted under applicable laws) of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1)Condition, the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to time in its sole discretion to (i) increase the amount of cash constituting the Cash waive, in whole or in part, any Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer PriceCondition, (ii) waive any Offer Condition (to increase the extent permitted under applicable Laws) and Per Share Price or (iii) make any other changes in otherwise modify the terms and conditions of the Offer only (and Merger Sub shall not do so except) in a manner not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreementexcept that, without the prior written consent of the Company, Parent and Merger Sub shall not (Ai) decrease reduce the Cash number of shares of Company Common Stock sought to be purchased in the Offer Price or the Stock Offer Price (except other than in each case an adjustment made pursuant to the extent required by Section 3.12‎2.1(i)), (Bii) reduce the Per Share Price (other than in each case an adjustment made pursuant to Section ‎2.1(i)), (iii) amend, modify, supplement or waive the Minimum Condition or the Termination Condition, (iv) directly or indirectly amend, modify or supplement 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 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 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 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 (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock 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 Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement 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 in its capacity as such, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 2.1(c) or 2.1(d), or (Hviii) provide for any “subsequent offering period” (or any extension of any thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to (to, and of Parent to cause Merger Acquisition Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall Conditions are for the sole benefit of Parent and Acquisition Sub, and may be made asserted by means of an offer Parent and Acquisition Sub or waived by Parent or Acquisition Sub, in whole or in part, at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, other than the Minimum Condition (as defined in Annex 1)Tender Condition, which may be waived by Parent and Acquisition Sub only with the Termination Condition (as defined in Annex 1) prior written consent of the Company. Parent and the other Offer Conditions. Merger Acquisition Sub expressly reserves reserve the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) to waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, notwithstanding anything that unless otherwise provided in this Agreement or previously approved by the Company in writing, Acquisition Sub shall not, and Parent shall not permit Acquisition Sub to, (i) reduce the number of shares of Company Common Stock subject to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Merger Sub shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)Offer, (Bii) reduce the Offer Price, (iii) 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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (Eiv) amend, modify or waive the Minimum Tender Condition, Termination Condition (v) add to the Offer Conditions or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions Condition in a manner that adversely affects, or would reasonably be expected adverse to adversely affect, any holder of Company Common Stock in its capacity as suchStock, (Gvi) withdraw or terminate the Offer or accelerate, extend or otherwise change amend or modify the Expiration Date, expiration date of the Offer in each case, except as provided any manner other than in Sections 2.1(c) or 2.1(d), compliance with the terms of this Agreement or (Hvii) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Acquisition Sub to (to, and of Parent to cause Merger Acquisition Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) withdrawn pursuant to the Offer shall be are subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 A (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this AgreementConditions, other than the Minimum Tender Condition, are for the sole benefit of Parent and Acquisition Sub, and Parent and Acquisition Sub may waive, in whole or in part, any Offer Condition (as defined at any time and from time to time, in Annex 1)their sole discretion, other than the Termination Condition (as defined in Annex 1) Minimum Tender Condition, which may be waived by Parent and Acquisition Sub only with the other Offer Conditionsprior written consent of the Company. Merger Parent and Acquisition Sub expressly reserves reserve the right to (i) increase the amount of cash constituting the Cash Offer Price Merger Consideration or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) to waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, notwithstanding anything to the contrary contained that unless otherwise provided in this AgreementAgreement or previously approved by the Company in writing, without the prior written consent of the Company, Parent and Merger Acquisition Sub shall not, and Parent shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)permit Acquisition Sub to, (Bi) change reduce the form number of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number shares of Company Common Stock sought to be purchased in the Offer, (Dii) impose conditions reduce the Cash Consideration or requirements 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 Offer in addition to interests of the Offer Conditionsholders of CVRs, (Eiii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, Termination Condition (v) add to the Offer Conditions or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions Condition in a manner that adversely affects, or would reasonably be expected adverse to adversely affect, any holder of Company Common Stock in its capacity as suchStock, (Gvi) withdraw or terminate the Offer Offer, or accelerate, extend or otherwise change amend or modify the Expiration Dateexpiration date of the Offer, in each case, except as provided any manner other than in Sections 2.1(c) or 2.1(d), compliance with the terms of this Agreement or (Hvii) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in that unless otherwise provided by this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects, would or would reasonably be expected to adversely affect, affect any holder of Company Common Stock Shares or that would, individually or in its capacity as suchthe 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) change or waive the Minimum Condition, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, Date in each case, except a manner other than as provided in Sections 2.1(c) required or 2.1(d), permitted by this Agreement 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, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject only to the prior terms and conditions set forth in this Agreement, including the satisfaction or waiver (to the extent permitted under applicable laws) of the Minimum Condition, the Termination Condition, and the other conditions set forth in Annex 1 I (collectively, the “Offer Conditions”) (without limiting the right of Purchaser to terminate, extend or modify the Offer in accordance with the terms of this Agreement), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1)Condition, the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price Closing Amount or amend the terms of the CVR or the Stock Offer Price (except to the extent required by Section 3.12)CVR Agreement, (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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock 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 Condition, Termination Condition or the conditions condition set forth in clause (f) of Annex 1I, (F) amend, otherwise amend or modify or supplement any of the other terms of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, affects any holder of Company Common Stock Shares in its capacity as such, such or (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 2.1(cSection 1.1(c) or 2.1(d), or (H1.1(d) provide any “subsequent offering period” of this Agreement. The Offer may not be withdrawn prior to the Expiration Date (or any extension thereofrescheduled Expiration Date) within of the meaning of Rule 14d-11 promulgated under the Exchange ActOffer, unless this Agreement is terminated in accordance with Section 7.1.

Terms and Conditions of the Offer. The obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject only to the prior terms and conditions set forth in this Agreement, including the satisfaction or waiver (or, to the extent permitted under applicable lawshereby and by Legal Requirements, waiver) of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex 1 I (collectively, the “Offer Conditions”), and no other conditions) as of 12:00 midnight Eastern Time at the end of the day on the Expiration Date. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1)Condition, the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right (in its sole discretion) to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive waive, in whole or in part, any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (and Parent shall not permit Purchaser to) (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock 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 Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1Termination Condition, (F) amend, amend or modify or supplement any of the other Offer Conditions or other terms of the Offer in a manner that adversely affects, or would reasonably be expected likely to adversely affect, any holder of Company Common Stock Shares in its capacity as suchsuch or that would reasonably be likely to prevent or materially delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 2.1(cSection 1.1(c) or 2.1(d1.1(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, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Merger Sub to (to, and of Parent to cause Merger Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 I (collectively, the “"Offer Conditions”"), and no other conditions. The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Sub, and Parent and Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, other than the Minimum Condition (as defined in Annex 1)Tender Condition, which may be waived by Parent and Sub only with the Termination Condition (as defined in Annex 1) prior written consent of the Company. Parent and the other Offer Conditions. Merger Sub expressly reserves reserve the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) to waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, notwithstanding anything to the contrary contained that unless otherwise provided in this AgreementAgreement or previously approved by the Company in writing, without the prior written consent of the Company, Parent and Merger Sub shall not, and Parent shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)permit Sub to, (Bi) change reduce the form number of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number shares of Company Common Stock sought to be purchased in the Offer, (Dii) impose conditions or requirements to reduce the Offer in addition to the Offer ConditionsPrice, (Eiii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, Termination Condition (v) add to the Offer Conditions or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions Condition in a manner that adversely affects, or would reasonably be expected adverse to adversely affect, any holder the holders of Company Common Stock in its capacity as suchStock, (Gvi) withdraw or terminate the Offer or accelerateterminate, extend or otherwise change amend or modify the Expiration Dateexpiration date of the Offer in any manner other than in compliance with the terms of this Agreement, in each case, except as provided in Sections 2.1(c) or 2.1(d), or (Hvii) provide any “"subsequent offering period” (or any extension thereof) " within the meaning of Rule 14d-11 promulgated under the Exchange ActAct 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 obligations of Merger Sub Purchaser to (and of Parent to cause Merger Sub to) accept for purchase, and pay for, any shares of Company Common Stock validly all Shares tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the prior satisfaction or waiver (to the extent waiver is permitted under applicable lawslaw) of the conditions set forth in Annex 1 Section 15 — “Conditions of the Offer.” The conditions to the Offer are for the sole benefit of Parent and Purchaser, and Parent and Purchaser may waive, in whole or in part, any condition to the Offer at any time and from time to time, in their sole discretion, other than the Minimum Tender Condition or the Termination Condition, which, in the case of the Minimum Tender Condition, may be waived by Parent and Purchaser with the prior written consent of the Company. Parent and Purchaser expressly reserve the right, at any time to waive, in whole or in part, any Offer condition (collectively, other than the “Offer Conditions”Minimum Tender Condition and the Termination Condition), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in modify the terms and conditions of the Offer Offer, in each case only in a manner not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Merger Agreement, except that Parent and Purchaser are not permitted (without the prior written consent of the Company) to (i) reduce the number of Shares subject to the Offer, Parent and Merger Sub shall not (Aii) decrease reduce the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12), (B) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub pursuant to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock sought to be purchased in the Offer, (Diii) impose conditions or requirements to the Offer in addition to the Offer Conditionschange, (E) amend, modify or waive the Minimum Tender Condition, Termination Condition (iv) add to the Offer conditions or impose any other conditions or requirements on the conditions set forth in clause (f) of Annex 1Offer, (Fv) change, amend, modify or supplement any of the existing Offer Conditions condition in a manner that adversely affectsis adverse in any respect to the holders of Shares or that would, individually or would in the aggregate, reasonably be expected to adversely affect, any holder prevent or delay the consummation of Company Common Stock in its capacity as such, (G) withdraw or terminate the Offer or acceleratethe 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 Offer Expiration DateTime, in each case, except as provided in Sections 2.1(c) or 2.1(d), or (Hvii) provide for any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act, (viii) terminate the Offer or (ix) otherwise change, amend, modify or supplement the Offer in any manner 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 Merger Agreement), unless the Merger Agreement is terminated in accordance with Article VII of the Merger Agreement.

Terms and Conditions of the Offer. The obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in that unless otherwise provided by this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions or any other terms or conditions of this Agreement in a manner that adversely affects, or would could reasonably be expected to adversely affect, any holder of Company Common Stock Shares or that could, individually or in its capacity as suchthe 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) change or waive the Minimum Condition, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, Date in each case, except a manner other than as provided in Sections 2.1(c) required or 2.1(d), permitted by this Agreement 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, unless this Agreement is terminated in accordance with Section 8.

Terms and Conditions of the Offer. The obligations of Merger Sub to (to, and of Parent to cause Merger Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) withdrawn pursuant to the Offer shall be are subject only to the prior terms and conditions set forth in this Agreement, including the satisfaction or waiver (to the extent permitted under applicable laws) of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex 1 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”) that contains the terms and conditions of the Offer set forth in this Agreement, including the Minimum Condition (as defined in Annex 1)Condition, the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to (i) increase the amount of cash constituting the Cash Offer Price time in its sole discretion to waive, in whole or increase the amount of Parent Common Stock constituting the Stock Offer Pricein part, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in or modify the terms and conditions of the Offer (including by increasing the Per Share Price), in each case, only (and Merger Sub shall not do so except) in a manner not inconsistent with the terms of this Agreement; provided, howeverexcept that, notwithstanding anything to for the contrary contained in this Agreementavoidance of doubt, without the prior written consent of the Company, Parent and Merger Sub shall not (Ai) decrease reduce the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12), (B) change the form number of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number shares of Company Common Stock sought subject to be purchased in the Offer, (Dii) impose conditions or requirements to reduce the Offer in addition to the Offer ConditionsPer Share Price, (Eiii) directly or indirectly amend, modify modify, supplement or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1Termination Condition, (Fiv) directly or indirectly amend, modify or supplement any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the Offer Conditions in a any individual case in any manner that adversely affectsis adverse to the holders of shares of Company Common Stock or that would, individually or would in the aggregate, reasonably be expected to adversely affectprevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent, any holder of Merger Sub or the Company Common Stock in its capacity as suchto consummate the Offer or the Merger, (Gvi) withdraw or terminate the Offer or accelerate, extend or otherwise change the Offer Expiration Date, in each case, Time (except as provided in Sections 2.1(c) expressly required or 2.1(dpermitted by the other provisions of this Section 2.1), (vii) change the form of consideration payable in the Offer or (Hviii) provide for any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub to (and of Parent to cause Merger Sub to) accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject to the prior satisfaction or waiver (to the extent permitted under applicable lawsLaws) of the conditions set forth in Annex 1 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”") that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1)Tender Condition, the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub expressly reserves the right to (but is not obligated to) at any time and from time to time in its sole discretion (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, without the prior written consent of the Company, Parent and Merger Sub shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock 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 Condition, Termination Tender Condition or the conditions set forth in clause (f) of Annex 1Termination Condition, (F) amend, otherwise amend or modify or supplement any of the other terms of the Offer Conditions in a manner that adversely affects, or would reasonably be expected to adversely affect, affects any holder of Company Common Stock Shares in its capacity as such, or (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration DateTime, in each case, except as provided in Sections 2.1(cSection 1.1(c), 1.1(d) or 2.1(d1.1(e), or (H) provide any “subsequent offering period” . The Offer may not be withdrawn prior to the Expiration Time (or any extension thereofrescheduled Expiration Time) within of the meaning of Rule 14d-11 promulgated under the Exchange ActOffer, unless this Agreement is terminated in accordance with ARTICLE VII.

Terms and Conditions of the Offer. The obligations of Merger Sub to (to, and of Parent to cause Merger Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly Shares tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement and the prior satisfaction or waiver (to the extent permitted under applicable laws) of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex 1 Exhibit A (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) time in its sole discretion to waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in or modify the terms and conditions of the Offer (including by increasing the Per Share Amount), in each case only in a manner not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreementexcept that, without the prior written consent of the Company, Parent and Merger Sub shall not (Ai) decrease reduce the Cash Offer Price number of Shares subject to the Offer, (ii) reduce the Per Share Amount, (iii) amend, modify or waive the Minimum Tender Condition or the Stock Termination Condition, (iv) add to the Offer Price Conditions or amend, modify or supplement any Offer Condition or any other term of the Offer in any manner adverse to the holders of Shares or that would, individually or in 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, (v) extend or otherwise change the Offer Expiration Time (except to as required or permitted by the extent required by other provisions of this Section 3.122.01), (Bvi) 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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock 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 Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement 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 in its capacity as such, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, in each case, except as provided in Sections 2.1(c) or 2.1(d), or (Hvii) provide for any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub to (to, and of Parent to cause Merger Sub to) , accept for purchasepayment, and pay for, any shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the prior satisfaction or waiver (to the extent permitted under applicable laws) of the conditions set forth in Annex 1 I (collectively, the “Offer Conditions”), and no other conditions. The Offer shall be made by means Conditions are for the sole benefit of an offer Parent and Sub, and Parent and Sub may waive, in whole or in part, any Offer Condition at any time and from time to purchase (the “Offer to Purchase”) that contains the terms set forth time, in this Agreementtheir sole discretion, other than the Minimum Condition (as defined in Annex 1)Tender Condition, which may be waived by Parent and Sub only with the Termination Condition (as defined in Annex 1) prior written consent of the Company. Parent and the other Offer Conditions. Merger Sub expressly reserves reserve the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) to waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) or make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this AgreementOffer; provided, however, notwithstanding anything to the contrary contained that unless otherwise provided in this AgreementAgreement or previously approved by the Company in writing, without the prior written consent of the Company, Parent and Merger Sub shall not, and Parent shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)permit Sub to, (Bi) change reduce the form number of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number shares of Company Common Stock sought to be purchased in the Offer, (Dii) impose conditions or requirements to reduce the Offer in addition to the Offer ConditionsPrice, (Eiii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, Termination Condition (v) add to the Offer Conditions or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement any of the Offer Conditions Condition in a manner that adversely affects, or would reasonably be expected adverse to adversely affect, any holder the holders of Company Common Stock in its capacity as suchStock, (Gvi) withdraw or terminate the Offer or accelerateterminate, extend or otherwise change amend or modify the Expiration Dateexpiration date of the Offer in any manner other than in compliance with the terms of this Agreement, in each case, except as provided in Sections 2.1(c) or 2.1(d), or (Hvii) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange ActAct 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 obligations of Merger Sub to (Purchaser to, and of Parent to cause Merger Sub Purchaser to) , accept for purchasepayment, and pay for, any shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer shall be are subject to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted under applicable laws) of the other conditions set forth in Annex 1 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”) that contains the terms set forth in this Agreement, the Minimum Condition (as defined in Annex 1), the Termination Condition (as defined in Annex 1) and the other Offer Conditions. Merger Sub Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Cash Offer Price or increase the amount of Parent Common Stock constituting the Stock Offer Price, (ii) waive any Offer Condition (to the extent permitted under applicable Laws) and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, notwithstanding anything to the contrary contained in that unless otherwise provided by this Agreement, without the prior written consent of the Company, Parent and Merger Sub Purchaser shall not (A) decrease the Cash Offer Price or the Stock Offer Price (except to the extent required by Section 3.12)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 cash consideration payable in the Offer or the Parent Common Stock consideration payable in the Offer), (C) decrease the maximum number of Company Common Stock Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, amend or modify or waive the Minimum Condition, Termination Condition or the conditions set forth in clause (f) of Annex 1, (F) amend, modify or supplement 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 Company Common Stock Shares or that would, individually or in its capacity as suchthe 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) change or waive the Minimum Condition, (G) withdraw or terminate the Offer or accelerate, extend or otherwise change the Expiration Date, Date in each case, except a manner other than as provided in Sections 2.1(c) required or 2.1(d), permitted by this Agreement 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, unless this Agreement is terminated in accordance with Section 8.1.