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

Terms and Conditions of the Offer. The obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent and Merger Sub) of the conditions set forth in Annex A hereto (the “Offer Conditions”). To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company that (i) other than in accordance with Section 1.1(h), 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 Shares sought to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to the Offer Conditions, (v) amends, modifies or waives the Minimum Condition, (vi) modifies or amends any of the Offer Conditions in any manner adverse to the holders of Shares or (vii) except as provided in Section 1.1(c), extends the Initial Offer Expiration Date.

Terms and Conditions of the Offer. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment payment, and pay for for, any Shares tendered pursuant to the Offer shall be are subject only to the satisfaction (or waiver by Parent and Merger Sub) of the conditions set forth in Annex Exhibit A hereto (the “Offer Conditions”). To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve reserves the right (but is not obligated to) at any time and from time to time in its sole discretion to waive any of the Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in Condition or modify the terms of the Offer; provided, howeverexcept that, that no change may be made without the prior written consent of the Company that Company, Merger Sub shall not (i) other than in accordance with Section 1.1(h), decreases reduce the price per Share payable in number of Shares subject to the Offer, (ii) changes reduce the form of consideration to be paid in the OfferOffer Price, (iii) reduces modify or waive the maximum number Minimum Tender Condition or the Offer Condition set forth in clause (iv) of Shares sought to be purchased in the OfferExhibit A, (iv) imposes conditions add to the Offer Conditions or otherwise modify any Offer Condition in addition to the Offer Conditions, (v) amends, modifies or waives the Minimum Condition, (vi) modifies or amends any of the Offer Conditions in any a manner adverse to the holders of Shares Shares, (v) extend the Offer (except as required or permitted by the other provisions of this Section 2.01) or (viivi) except as provided change the form of consideration payable in Section 1.1(c), extends the Initial Offer Expiration DateOffer.

Terms and Conditions of the Offer. The obligation of Merger Sub Purchaser to, and of Parent to cause Merger Sub Purchaser to, accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent and Merger SubPurchaser) of the conditions set forth in Annex A hereto (the “Offer Conditions”). To the extent permitted by applicable Law, Parent and Merger Sub Purchaser expressly reserve the right to waive any of the Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company that (i) other than in accordance with Section 1.1(h), 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 Shares sought to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to the Offer Conditions, (v) amends, modifies or waives the Minimum Condition, (vi) modifies or amends any of the Offer Conditions in any manner adverse to the holders of Shares or (vii) except as provided in Section 1.1(c), extends the Initial Offer Expiration Date.

Terms and Conditions of the Offer. The obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent and Merger Sub) of the conditions set forth in Annex A hereto (the “Offer Conditions”). To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company that (i) other than in accordance with Section 1.1(h1.01(g), 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 Shares sought to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to the Offer Conditions, (v) amends, modifies or waives the Minimum Condition, (vi) modifies or amends any of the Offer Conditions in any manner adverse to the holders of Shares or (vii) except as provided in Section 1.1(c1.01(c), extends the Initial Offer Expiration Date.

Terms and Conditions of the Offer. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment payment, and of Parent to pay for Shares for, any shares of Common Stock tendered pursuant to the Offer shall be are subject only to the satisfaction (or waiver by Parent and Merger Sub(to the extent permitted under this Agreement) of the conditions set forth in Annex Exhibit A hereto (as they may be amended in accordance with this Agreement, the “Offer Conditions”). To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions Condition (other than the Minimum Tender Condition and the Majority of the Minority Tender Condition), to increase the price per Share payable in the Offer and to make any other changes in which are non-waivable) or modify the terms of the Offer; provided, howeverexcept that, that no change may be made without the prior written consent of the Company that Company, Parent and Merger Sub shall not (i) other than in accordance with Section 1.1(h), decreases reduce the price per Share payable in number of shares of Common Stock subject to the Offer, (ii) changes reduce the Per Share Amount (except as provided in Section 2.01(f)), (iii) add to the Offer Conditions or change, modify or waive any Offer Condition in a manner adverse to the Minority Holders, (iv) extend or otherwise change the expiration date of the Offer (except as required or permitted by the provisions of Section 2.01(c)), (v) change the form of consideration to be paid payable in the Offer, (iii) reduces the maximum number of Shares sought to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to the Offer Conditions, (v) amends, modifies or waives the Minimum Condition, (vi) modifies otherwise amend, modify or amends supplement any of the other terms of the Offer Conditions in any manner adverse to the holders of Shares or (vii) except as provided in Section 1.1(c), extends the Initial Offer Expiration DateMinority Holders.