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

Terms and Conditions of the Offer. The obligations of Acquiror to accept for payment, and pay for, any Company Ordinary Shares tendered pursuant to the Offer are subject only to the conditions set forth in Annex II (the “Offer Conditions”). The Offer Conditions are for the sole benefit of Acquiror, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the Company. Acquiror expressly reserves the right to increase the Offer Price or, subject to prior consultation with the SIC, to waive or make any other changes in the terms and conditions of the Offer; provided, however, that, notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in the Offer Document, unless previously approved by the Company in writing, Acquiror shall not (i) reduce the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition, (vi) extend the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d), or (vii) amend, modify, change or supplement any terms or conditions of the Offer that would have a material and adverse effect on the Offer or the shareholders of the Company.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Ordinary Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror“Offer to Purchase”) that contains the terms set forth in this Agreement, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than including the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time Condition and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the CompanyOffer Conditions. Acquiror Purchaser expressly reserves the right to (i) increase the Offer Price orPrice, subject to prior consultation with the SIC, to (ii) waive or any Offer Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, thatthat without the prior written consent of the Company, notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in the Offer Document, unless previously approved by the Company in writing, Acquiror Purchaser shall not (iA) reduce decrease the number Cash Portion or amend the terms of Company Ordinary Shares sought to be purchased in the OfferCVR Agreement, (ii) reduce the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amenddecrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition, (v) add . The Offer may not be withdrawn prior to the Offer Conditions Expiration Date (or amend, modify or supplement any Offer Condition, (virescheduled Expiration Date) extend the expiration date of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d), or (vii) amend, modify, change or supplement any terms or conditions of the Offer that would have a material and adverse effect on the Offer or the shareholders of the Company8.

Terms and Conditions of the Offer. The obligations of Acquiror Merger Sub to, and of Parent to cause Merger Sub to, irrevocably accept for paymentpurchase, and pay for, any Company Ordinary all Shares tendered pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the prior satisfaction or waiver of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex II A (collectively, the “Offer Conditions”). The Offer Conditions are for Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to time in its sole benefit of Acquiror, and, subject discretion to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than or modify the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time and from time to time prior to the expiration terms of the OfferOffer (including by increasing the Per Share Amount) in each case only (and Merger Sub shall not do so except) in a manner not inconsistent with the terms of this Agreement; provided, in its sole discretionhowever, other than the Minimum Tender Condition, which may be waived by Acquiror only with without the prior written consent of the Company. Acquiror expressly reserves the right to increase the Offer Price or, subject to prior consultation with the SIC, to waive or make any other changes in the terms and conditions of the Offer; provided, however, that, notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in the Offer Document, unless previously approved by the Company in writing, Acquiror Merger Sub shall not (i) reduce the number of Company Ordinary Shares sought subject to be purchased in the Offer, (ii) reduce the Offer PricePer Share Amount (except to the extent required pursuant to Section 2.09), (iii) amend, modify, supplement or waive the Minimum Tender Condition or the Termination Condition, (iv) add to or amend, modify or supplement any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the Offer in any individual case in any manner adverse to the 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, (vi) extend or otherwise change the Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.01), (vii) change the form of consideration payable in the Offer, (ivviii) amend, modify provide for any “subsequent offering period” (or waive any extension of any thereof) within the Minimum Tender Condition, meaning of Rule 14d-11 under the Exchange Act or (vix) add take any action (or fail to take any action) that would result in the Offer Conditions or amend, modify or supplement any Offer Condition, (viMerger not being permitted to be effected pursuant to Section 251(h) extend the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d), or (vii) amend, modify, change or supplement any terms or conditions of the Offer that would have a material and adverse effect on the Offer or the shareholders of the CompanyDGCL.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Ordinary Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for 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 and the other Offer Conditions. Purchaser expressly reserves the right (in its sole benefit of Acquirordiscretion) to (i) increase the Offer Price, and, subject to prior consultation with the SIC, Acquiror may (ii) waive, in whole or in part, any Offer Condition and (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (aiii) of Annex II) at any time and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the Company. Acquiror expressly reserves the right to increase the Offer Price or, subject to prior consultation with the SIC, to waive or make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, thatthat unless otherwise provided by this Agreement, notwithstanding without the foregoing or anything to prior written consent of the contrary set forth in this Agreement or in the Offer DocumentCompany, unless previously approved by the Company in writing, Acquiror Purchaser shall not (iA) reduce the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amenddecrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or would reasonably be likely to adversely affect, any holder of Shares, (F) change or waive the Minimum Tender ConditionCondition or any of the Specified Offer Conditions, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition, (viG) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement, or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d), or (vii) amend, modify, change or supplement any terms or conditions of the Offer that would have a material and adverse effect on the Offer or the shareholders of the Company8.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Ordinary Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the satisfaction of the Minimum Tender Condition and the satisfaction or waiver by Parent and Purchaser (to the extent permitted by Exhibit B) of the conditions set forth in Annex II Exhibit B (the Minimum Tender Condition and the other conditions set forth in Exhibit B are referred to collectively as the “Offer Conditions”). The Offer Conditions are for Parent and Purchaser expressly reserve the sole benefit of Acquirorright to (i) increase the Transaction Consideration, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, (ii) waive any Offer Condition or (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (aiii) of Annex II) at any time and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the Company. Acquiror expressly reserves the right to increase the Offer Price or, subject to prior consultation with the SIC, to waive or make any other changes in the terms and conditions of the Offer; provided, however, that, that notwithstanding the foregoing or anything to the contrary in this Agreement, without the prior written consent of the Company, neither Parent nor Purchaser shall (A) reduce the Transaction Consideration, (B) change or waive the Minimum Tender Condition or the condition set forth in this Agreement or in clause (h)(ii) of the Offer Document, unless previously approved by the Company in writing, Acquiror shall not (i) reduce the number of Company Ordinary Shares sought to be purchased in the OfferConditions, (iiC) reduce impose conditions or requirements to the Offer Pricein addition to the Offer Conditions, (iiiD) extend or otherwise change the Expiration Time in a manner other than as required or permitted by this Agreement, (E) change the form of consideration payable in the Offer, (ivF) amenddecrease the maximum number of Shares sought to be purchased in the Offer, or (G) otherwise amend or modify or waive the Minimum Tender Condition, (v) add to any of the Offer Conditions or amend, modify or supplement any Offer Condition, (vi) extend the expiration date other terms of the Offer in a manner that adversely affects any manner other than holder of Shares in its capacity as such. The Offer may not be withdrawn prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with the terms of Section 1.01(dthis Agreement), or (vii) amend, modify, change or supplement any terms or conditions of the Offer that would have a material and adverse effect on the Offer or the shareholders of the Companyunless this Agreement is terminated in accordance with Section 8.1.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Ordinary Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent such waiver is permitted by applicable Law) of the other conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror“Offer to Purchase”) that contains the terms set forth in this Agreement, andthe Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right, subject to prior consultation with the SICextent permitted by Law, Acquiror may waiveto (i) increase the Offer Price, in whole or in part, (ii) waive any Offer Condition (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause ) and (aiii) of Annex II) at any time and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the Company. Acquiror expressly reserves the right to increase the Offer Price or, subject to prior consultation with the SIC, to waive or make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, thatthat unless otherwise provided by this Agreement, notwithstanding without the foregoing or anything to prior written consent of the contrary set forth in this Agreement or in the Offer DocumentCompany, unless previously approved by the Company in writing, Acquiror each of Parent and Purchaser shall not (iA) reduce the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Conditionmaximum number of Shares sought to be purchased in the Offer, (vD) add impose conditions or requirements to the Offer Conditions or amend, modify or supplement any in addition to the Offer ConditionConditions, (viE) extend the expiration date amend or modify any of the Offer Conditions in any a manner other than in accordance with the terms of Section 1.01(d)that adversely affects, or that would reasonably be expected to have an adverse effect on, any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (viiF) amend, modify, change or supplement any terms waive the Minimum Condition or conditions of the Offer that would have a material and adverse effect on Termination Condition, (G) terminate the Offer or accelerate, extend or otherwise change the shareholders Expiration Date, except in accordance with Section 2.1(c) or Section 2.1(d) or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the CompanyExchange Act.

Terms and Conditions of the Offer. The obligations of Acquiror Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any Company Ordinary Shares tendered pursuant to the Offer are subject only to the terms and conditions of this Agreement and the prior satisfaction or waiver of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex II A (collectively, the “Offer Conditions”). The Offer Conditions are for Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to time in its sole benefit of Acquiror, and, subject discretion to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than or modify the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time and from time to time prior to the expiration terms of the OfferOffer (including by increasing the Offer Price), in its sole discretioneach case only in a manner not inconsistent with the terms of this Agreement, other than the Minimum Tender Conditionexcept that, which may be waived by Acquiror only with without the prior written consent of the Company. Acquiror expressly reserves the right to increase the Offer Price orCompany or as provided for by this Agreement, subject to prior consultation with the SIC, to waive or make any other changes in the terms and conditions of the Offer; provided, however, that, notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in the Offer Document, unless previously approved by the Company in writing, Acquiror Merger Sub shall not (i) reduce the number of Company Ordinary Shares sought subject to be purchased in the Offer, (ii) reduce the Offer PricePrice or amend the terms of the CVR or the CVR Agreement, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition or the Termination Condition, (viv) add to the Offer Conditions or amend, modify or supplement any Offer Condition, (vi) extend the expiration date 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 as required or permitted by the other than in accordance with the terms provisions of Section 1.01(dthis Agreement), (vi) change the form of consideration payable in the Offer or (vii) amend, modify, change provide for any “subsequent offering period” (or supplement any terms or conditions extension thereof) within the meaning of Rule 14d-11 under the Offer that would have a material and adverse effect on the Offer or the shareholders of the CompanyExchange Act.

Terms and Conditions of the Offer. The obligations obligation of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, payment and pay for, any Company Ordinary for Shares tendered pursuant to the Offer are shall be subject only to the satisfaction (or waiver by Parent and Purchaser) of the conditions set forth in Annex II A hereto (the “Offer Conditions”). The To the extent permitted by applicable Law, Parent and Purchaser expressly reserve the right to waive any of the Offer Conditions are for the sole benefit of Acquiror, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than the Minimum Tender Condition or the Notice Period Condition), as it may be adjusted pursuant to Clause (a) of Annex II) at any time and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the Company. Acquiror expressly reserves the right to increase the price per Share payable in the Offer Price or, subject and to prior consultation with the SIC, to waive or make any other changes in the terms and conditions of the Offer; provided, however, that, notwithstanding that no change may be made without the foregoing or anything to the contrary set forth in this Agreement or in the Offer Document, unless previously approved by prior written consent of the Company in writing, Acquiror shall not that (i) reduce decreases the price per Share payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Company Ordinary Shares sought to be purchased in the Offer, (iiiv) reduce imposes conditions to the Offer Pricein addition to the Offer Conditions, (iiiv) change the form of consideration payable in the Offeramends, (iv) amend, modify modifies or waive waives the Minimum Tender Condition, (vvi) add to modifies or amends any of the Offer Conditions or amend, modify or supplement any Offer Condition, (vi) extend the expiration date of the Offer in any manner other than in accordance with adverse to the terms holders of Section 1.01(d)Shares, or (vii) amendamends, modifymodifies or waives the Notice Period Condition or (viii) except as provided in Section 1.1(c), change extends the Initial Offer Expiration Date or supplement any terms or conditions other scheduled expiration of the Offer that would have a material and adverse effect on the Offer or the shareholders of the CompanyOffer.

Terms and Conditions of the Offer. The obligations of Acquiror Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any Company Ordinary Shares tendered pursuant to the Offer are subject only to the terms and conditions set forth in Annex II I (the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror“Offer to Purchase”) that contains the terms set forth in this Agreement, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time Condition and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the CompanyOffer Conditions. Acquiror Merger Sub expressly reserves the right to (i) increase the Offer Price orPrice, subject to prior consultation with the SIC, to (ii) waive or any Offer Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, thatthat unless otherwise provided by this Agreement, notwithstanding without the foregoing or anything to prior written consent of the contrary set forth in this Agreement or in the Offer DocumentCompany, unless previously approved by the Company in writing, Acquiror Merger Sub shall not (iA) reduce the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amenddecrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or reasonably could adversely affect, any holder of Shares, (F) change or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition, (viG) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than in accordance with the terms of Section 1.01(d)as required or permitted by this Agreement, or (viiH) amend, modify, change or supplement provide any terms or conditions “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Offer that would have a material and adverse effect on the Offer or the shareholders of the CompanyExchange Act.

Terms and Conditions of the Offer. The obligations obligation of Acquiror Merger Sub to accept for payment, payment and pay for, any for shares of Company Ordinary Shares Common Stock validly tendered and not withdrawn pursuant to the Offer are shall be subject only solely to the satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent permitted by this Section 1(c)) of the conditions set forth in clauses (b)(i) through (b)(vii) set forth in Annex II A hereto (collectively with the Minimum Condition, the “Offer Conditions”). The Offer Conditions are for the sole benefit of Acquiror, and, subject to prior consultation with the SIC, Acquiror Merger Sub may waive, in whole or in part, waive any Offer Condition set forth in clauses (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause b)(i) through (ab)(vii) of Annex II) at any time and from time to time prior to the expiration of the OfferA hereto, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the Company. Acquiror expressly reserves the right to increase the Merger Consideration payable in the Offer Price or, subject to prior consultation with the SIC, to waive or and make any other changes in the terms and conditions of the Offer; provided, however, that, notwithstanding without the foregoing or anything to prior written consent of the contrary set forth in this Agreement or in the Offer DocumentCompany, unless previously approved by the Company in writingMerger Sub shall not, Acquiror and Parent shall not permit Merger Sub to, (i) reduce subject to Section 1.3, decrease the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) Merger Consideration or change the form of consideration payable in the Offer, (ii) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (iii) amend, change or impose conditions to the Offer other than the Offer Conditions, (iv) amend, modify or waive satisfaction of, the Minimum Tender ConditionConditions, (v) add to the Offer Conditions extend or amend, modify or supplement any Offer Condition, (vi) extend the expiration date of terminate the Offer in any manner other than in accordance with the terms of Section 1.01(d), 1.1(d) or (viivi) amend, modify, amend or change any term or supplement any terms or conditions condition of the Offer that would have in a material and manner adverse effect on to the Offer or the shareholders holders of the Companyshares of Company Common Stock.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Ordinary Shares validly tendered (and not withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or, to the extent waivable by Purchaser or Parent, waiver of the other conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror“Offer to Purchase”) that contains the terms set forth in this Agreement, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than including the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time Condition and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the CompanyOffer Conditions. Acquiror Purchaser expressly reserves the right to (i) increase the Offer Price orPrice, subject to prior consultation with the SIC, to (ii) waive or any Offer Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that, that notwithstanding the foregoing or anything to the contrary set forth contained in this Agreement or in Agreement, without the Offer Documentprior written consent of the Company, unless previously approved by the Company in writing, Acquiror Parent and Purchaser shall not (iA) reduce the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) decrease the maximum number of Company Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend, change or modify any of the Offer Conditions in a manner that adversely affects, or reasonably could adversely affect, any holder of Company Shares (collectively, the “Company Stockholders”), (F) amend, change, modify or waive the Minimum Tender Condition, (v) add to Condition or the Offer Conditions or amend, modify or supplement any Offer Conditionset forth in clauses (d), (vig) extend the expiration date of the Offer or (h) in any manner other than Annex I, or (G) except as provided in accordance with the terms of Section 1.01(c) or Section 1.01(d), terminate or (vii) amend, modify, change or supplement any terms or conditions of the Offer that would have a material and adverse effect on withdraw the Offer or accelerate, extend or otherwise change the shareholders Expiration Date. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the CompanyOffer, unless this Agreement is terminated in accordance with Section 7.01.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Ordinary Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent such waiver is permitted by applicable Law) of the other conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror“Offer to Purchase”) that contains the terms set forth in this Agreement, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time Condition and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the CompanyOffer Conditions. Acquiror Purchaser expressly reserves the right to (i) increase the Offer Price orPrice, subject to prior consultation with the SIC, to (ii) waive or any Offer Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, thatthat unless otherwise provided by this Agreement, notwithstanding without the foregoing or anything to prior written consent of the contrary set forth in this Agreement or in the Offer DocumentCompany, unless previously approved by the Company in writing, Acquiror Purchaser shall not (iA) reduce decrease the number of Company Ordinary Shares sought to be purchased in the OfferCash Amount, (ii) reduce the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Conditionmaximum number of Shares sought to be purchased in the Offer, (vD) add impose conditions to the Offer Conditions or amend, modify or supplement any in addition to the Offer ConditionConditions, (viE) extend the expiration date amend or modify any of the Offer Conditions in a manner that adversely affects, any manner other than holder of Shares or that would, individually or in accordance with the terms aggregate, reasonably be expected to prevent or delay the consummation of Section 1.01(d)the Offer or the Merger, or (viiF) amend, modify, change or supplement any terms waive the Minimum Condition or conditions of the Offer that would have a material and adverse effect on Termination Condition, (G) terminate the Offer or accelerate, extend or otherwise change the shareholders Expiration Date, except in accordance with Section 2.1(c) or Section 2.1(d), (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) amend or modify the terms of the CompanyCVR or the CVR Agreement.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to accept for payment, and pay for, any Company Class A Ordinary Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the satisfaction or waiver of the conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror, and, subject “Offer to prior consultation with Purchase”) that contains the SIC, Acquiror may waive, terms set forth in whole this Agreement and the Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price or in part, (ii) waive any Offer Condition (other than the Minimum Tender ConditionConditions; provided, as it may be adjusted pursuant to Clause (a) of Annex II) at any time and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with that without the prior written consent of the Company. Acquiror expressly reserves , the right to increase Purchaser shall not (A) decrease the Offer Price orPrice, subject to prior consultation with (B) change the SIC, to waive or make any other changes form of consideration payable in the terms and conditions of the Offer; provided, however, that, notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in the Offer Document, unless previously approved by the Company in writing, Acquiror shall not (iC) reduce change the number of Company Class A Ordinary Shares sought to be purchased in the Offer, (iiD) reduce change or modify the Offer PriceCap, (iiiE) change impose conditions or requirements to the form of consideration payable Offer in addition to the OfferOffer Conditions, (ivF) amend, amend or modify or waive the Minimum Tender Condition, any (vx) add to of the Offer Conditions or amend, modify or supplement any Offer Condition, (viy) extend the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d), or (vii) amend, modify, change or supplement any terms or conditions of this Agreement or the Offer in a manner that would, or would have a material and adverse effect on reasonably be expected to, adversely affect any holder of Class A Ordinary 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 shareholders ability of the CompanyPurchaser to consummate the Offer, or the other Transactions (except to effect an extension of the Offer to the extent expressly permitted or required by ‎‎Section 2.03(c)), (G) extend or otherwise change the Expiration Time in a manner other than as required or permitted by Section 2.03(c), (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) waive any Offer Condition set forth in clauses ‎(c), ‎(d) and ‎(h) on ‎Annex I hereto. The Offer may not be terminated or withdrawn prior to the Expiration Time (or any rescheduled Expiration Time) of the Offer, unless this Agreement is validly terminated in accordance with Section 9.01.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Ordinary Shares tendered pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror“Offer to Purchase”) that contains the terms set forth in this Agreement, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time Condition and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the CompanyOffer Conditions. Acquiror Purchaser expressly reserves the right to (i) increase the Offer Price orPrice, subject to prior consultation with the SIC, to (ii) waive or any Offer Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, thatthat unless otherwise provided by this Agreement, notwithstanding without the foregoing or anything to prior written consent of the contrary set forth in this Agreement or in the Offer DocumentCompany, unless previously approved by the Company in writing, Acquiror Purchaser shall not (iA) reduce the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Conditionmaximum number of Shares sought to be purchased in the Offer, (vD) add impose conditions or requirements to the Offer Conditions or amend, modify or supplement any in addition to the Offer ConditionConditions, (viE) extend the expiration date amend or modify any of the Offer Conditions in any a manner other than in accordance with the terms of Section 1.01(d)that adversely affects, or could reasonably be expected to adversely affect, any holder of Shares or that could, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Transactions, (viiF) amend, modify, change or supplement any terms waive the Minimum Condition, the Termination Condition or conditions the condition set forth in clause (g) of the Offer that would have a material and adverse effect on Annex I, (G) terminate the Offer or accelerate, extend or otherwise change the shareholders Expiration, except in accordance with Section 2.1(c) or Section 2.1(d) or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the CompanyExchange Act.

Terms and Conditions of the Offer. The obligations of Acquiror Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any Company Ordinary Shares validly tendered pursuant to the Offer are subject only to the terms and conditions of this Agreement and the prior satisfaction or waiver of the Minimum Condition, the Termination Condition and the other conditions set forth in Annex II A (collectively, the “Offer Conditions”). The Offer Conditions are for Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to time in its sole benefit of Acquiror, and, subject discretion to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than or modify the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time and from time to time prior to the expiration terms of the OfferOffer (including by increasing the Per Share Amount), in its sole discretioneach case only in a manner not inconsistent with the terms of this Agreement, other than the Minimum Tender Conditionexcept that, which may be waived by Acquiror only with without the prior written consent of the Company. Acquiror expressly reserves the right to increase the Offer Price or, subject to prior consultation with the SIC, to waive or make any other changes in the terms and conditions of the Offer; provided, however, that, notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in the Offer Document, unless previously approved by the Company in writing, Acquiror neither Parent nor Merger Sub shall not (i) reduce the number of Company Ordinary Shares sought subject to be purchased in the Offer, (ii) reduce the Offer PricePer Share Amount, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition or the Termination Condition, (viv) add to the Offer Conditions or amend, modify or supplement any Offer Condition, (vi) extend the expiration date 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) terminate the Offer other than in accordance with this Agreement, (vi) extend or otherwise change the terms Offer Expiration Time (except as required or permitted by the other provisions of this Section 1.01(d2.1), or (vii) amend, modify, change or supplement any terms or conditions the form of the Offer that would have a material and adverse effect on consideration payable in the Offer or (viii) provide for any “subsequent offering period” (or any extension thereof) within the shareholders meaning of Rule 14d-11 under the CompanyExchange Act.

Terms and Conditions of the Offer. The obligations of Acquiror to accept for payment, and pay for, any Company Ordinary Shares tendered pursuant to the Offer are subject only to the conditions set forth in Annex II (the “Offer Conditions”). The Offer Conditions are for the sole benefit of Acquiror, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the Company. Acquiror expressly reserves the right to increase the Offer Price or, subject to prior consultation with consent of the SIC, to waive or make any other changes in the terms and conditions of the Offer; provided, however, that, notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in the Offer DocumentDocuments, unless previously approved by the Company and the SIC in writing, Acquiror shall not (i) reduce the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition, (vi) extend the expiration date of the Offer in any manner other than in accordance with the terms of Section 1.01(d), or (vii) amend, modify, change or supplement any terms or conditions of the Offer that would have a material and adverse effect on the Offer or the shareholders of the Company.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Ordinary Shares validly tendered pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror“Offer to Purchase”) that contains the terms set forth in this Agreement, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than including the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time Condition and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the CompanyOffer Conditions. Acquiror Purchaser expressly reserves the right to (i) increase the Offer Price orPrice, subject to prior consultation with the SIC, to (ii) waive or any Offer Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, thatthat without the prior written consent of the Company, notwithstanding the foregoing or anything to the contrary set forth in this Agreement or in the Offer Document, unless previously approved by the Company in writing, Acquiror Purchaser shall not (iA) reduce decrease the number Closing Amount or amend the terms of Company Ordinary Shares sought to be purchased in the OfferCVR or the CVR Agreement, (ii) reduce the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amenddecrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or reasonably could be expected to adversely affect, any holder of Shares in its capacity as such or (F) change or waive the Minimum Tender Condition, (v) add . The Offer may not be withdrawn prior to the Offer Conditions Expiration Date (or amend, modify or supplement any Offer Condition, (virescheduled Expiration Date) extend the expiration date of the Offer in any manner other than Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d), or (vii) amend, modify, change or supplement any terms or conditions of the Offer that would have a material and adverse effect on the Offer or the shareholders of the Company8.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Company Ordinary Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver (to the extent such waiver is permitted by applicable Law) of the other conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror“Offer to Purchase”) that contains the terms set forth in this Agreement, and, subject to prior consultation with the SIC, Acquiror may waive, in whole or in part, any Offer Condition (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time Condition and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the CompanyOffer Conditions. Acquiror Purchaser expressly reserves the right to (i) increase the Offer Price orPrice, subject to prior consultation with the SIC, to (ii) waive or any Offer Condition and (iii) make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, thatthat unless otherwise provided by this Agreement, notwithstanding without the foregoing or anything to prior written consent of the contrary set forth in this Agreement or in the Offer DocumentCompany, unless previously approved by the Company in writing, Acquiror Purchaser shall not (iA) reduce the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amend, modify or waive decrease the Minimum Tender Conditionmaximum number of Shares sought to be purchased in the Offer, (vD) add impose conditions to the Offer Conditions or amend, modify or supplement any in addition to the Offer ConditionConditions, (viE) extend the expiration date amend or modify any of the Offer Conditions in a manner that adversely affects any manner other than holder of Shares or that would, individually or in accordance with the terms aggregate, reasonably be expected to prevent or delay the consummation of Section 1.01(d)the Offer or the Merger, or (viiF) amend, modify, change or supplement any terms waive the Minimum Condition, the Termination Condition or conditions the condition set forth in clause (h) of the Offer that would have a material and adverse effect on Annex I, (G) terminate the Offer or accelerate, extend or otherwise change the shareholders Expiration Date, except in accordance with Section 2.1(c) or Section 2.1(d), (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (I) amend or modify the terms of the CompanyCVR or the CVR Agreement.

Terms and Conditions of the Offer. The obligations of Acquiror Acquisition Sub to, and of Parent to cause Acquisition Sub to, accept for payment, and pay for, any shares of Company Ordinary Shares Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Annex II A (the “"Offer Conditions”"). The Offer Conditions are for the sole benefit of AcquirorParent and Acquisition Sub, and, subject to prior consultation with the SIC, Acquiror and Parent and Acquisition Sub may waive, in whole or in part, any Offer Condition (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (a) of Annex II) at any time and from time to time prior to the expiration of the Offertime, in its their sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror Parent and Acquisition Sub only with the prior written consent of the Company, and may be asserted by Parent or Acquisition Sub regardless of the circumstances giving rise to any such conditions other than as a result of a breach by Parent or Acquisition Sub. Acquiror Parent and Acquisition Sub expressly reserves reserve the right to increase the Offer Price or, subject to prior consultation with the SIC, or to waive or make any other changes in the terms and conditions of the Offer; provided, however, that, notwithstanding the foregoing or anything to the contrary set forth that unless otherwise provided in this Agreement or in the Offer Document, unless previously approved by the Company in writing, Acquiror Acquisition Sub shall not, and Parent shall not permit Acquisition Sub to, (i) reduce the number of shares of Company Ordinary Shares Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) amend, modify or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer ConditionCondition in a manner adverse to any holder of Company Common Stock, (vi) terminate the Offer, or extend or otherwise amend or modify the expiration date of the Offer Offer, in any manner other than in accordance compliance with the terms of Section 1.01(d), this Agreement or (vii) amendexcept as provided in Section 2.1(d), modify, change or supplement provide any terms or conditions "subsequent offering period" within the meaning of Rule 14d-11 promulgated under the Offer that would have a material and adverse effect on the Offer or the shareholders of the CompanyExchange Act.

Terms and Conditions of the Offer. The obligations of Acquiror Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any Shares (including Shares issued pursuant to Company Ordinary Shares Restricted Stock Awards) tendered pursuant to the Offer are subject only to the terms and conditions of this Agreement, including the prior satisfaction of the Minimum Condition and the satisfaction or waiver of the other conditions set forth in Annex II I (collectively, the “Offer Conditions”). The Offer Conditions are for shall be made by means of an offer to purchase (the sole benefit of Acquiror“Offer to Purchase”) that contains the terms set forth in this Agreement, and, subject to prior consultation with the SIC, Acquiror may waiveMinimum Condition and the other Offer Conditions. Purchaser expressly reserves the right, in whole or in part, to (i) increase the Offer Price, (ii) waive any Offer Condition and (other than the Minimum Tender Condition, as it may be adjusted pursuant to Clause (aiii) of Annex II) at any time and from time to time prior to the expiration of the Offer, in its sole discretion, other than the Minimum Tender Condition, which may be waived by Acquiror only with the prior written consent of the Company. Acquiror expressly reserves the right to increase the Offer Price or, subject to prior consultation with the SIC, to waive or make any other changes in the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, thatthat unless otherwise provided by this Agreement, notwithstanding without the foregoing or anything to prior written consent of the contrary set forth in this Agreement or in the Offer DocumentCompany, unless previously approved by the Company in writing, Acquiror Purchaser shall not (iA) reduce the number of Company Ordinary Shares sought to be purchased in the Offer, (ii) reduce decrease the Offer Price, (iiiB) change the form of consideration payable in the Offer, (ivC) amenddecrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in a manner that adversely affects, or reasonably could adversely affect, any holder of Shares, (F) change or waive the Minimum Tender Condition, (v) add to the Offer Conditions or amend, modify or supplement any Offer Condition, (viG) extend or otherwise change the expiration date of the Offer Expiration Date in any a manner other than as required or permitted by this Agreement, or (H) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the terms of Section 1.01(d), or (vii) amend, modify, change or supplement any terms or conditions of the Offer that would have a material and adverse effect on the Offer or the shareholders of the Company8.