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to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the prior satisfaction of or waiver by Parent or Merger Sub in their sole discretion of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex A (collectively, the “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 waive, in whole or in part, any Offer Condition or modify the terms of the Offer (including by increasing the Per Share Amount), except that without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Per Share Amount (except as provided in Section 2.9), (iii) amend, modify, supplement or waive the Minimum Tender Condition or the Termination Condition, (iv) amend, modify or supplement any Offer Condition, (v) amend, modify or supplement any Offer Condition in any manner adverse to the holders of Shares or that would reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger, (vi) extend or otherwise change the Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.1), (vii) change the form of consideration payable in the Offer, or (viii) provide for any “subsequent offering period” (or any extension of any thereof) within the meaning of Rule 14d-11 under the Exchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of Parent BRF to cause Merger Sub to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the prior satisfaction of or waiver by Parent or Merger Sub in their sole discretion of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex A (collectively, the “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 waive, in whole or in part, any Offer Condition or modify the terms of the Offer (including by increasing the Per Share Amount), in each case only (and Merger Sub shall not do so except) to the extent not inconsistent with the terms of this Agreement, except that that, for the avoidance of doubt, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Per Share Amount (except as provided or change the form of consideration payable in Section 2.9)the Offer, (iii) directly or indirectly amend, modify, supplement or waive the Minimum Tender Condition, the Termination Condition or the Termination Conditioncondition set forth in clause (b) of Annex A, (iv) add any conditions or requirements to the Offer in addition to the Offer Conditions or add to or directly or indirectly amend, modify or supplement any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the Offer Condition in any individual case in any manner adverse to the holders any holder of Shares (other than BRF or its Subsidiaries) in its capacity as such or that would would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or impair the Merger, ability of BRF or Merger Sub to consummate the Offer or (vi) extend or otherwise change the Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.12.01), (vii) change the form of consideration payable in the Offer, or (viii) provide for any “subsequent offering period” (or any extension of any thereof) within the meaning of Rule 14d-11 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 payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions set forth in this Agreement, including the prior satisfaction of or waiver by Parent or Merger Sub in their sole discretion of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex A (collectively, the “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 waive, in whole or in part, any Offer Condition or modify the terms of the Offer (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, except that that, for the avoidance of doubt, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Per Share Amount (except as provided in Section 2.9)Amount, (iii) directly or indirectly amend, modify, supplement or waive the Minimum Tender Condition or the Termination Condition, (iv) add to or directly or indirectly amend, modify or supplement any Offer Condition, (v) directly or indirectly amend, modify or supplement any other term of the Offer Condition in any individual case in any manner adverse to the holders of Shares or that would would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the MergerMerger 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 2.12.01), (vii) change the form of consideration payable in the Offer, Offer or (viii) provide for any “subsequent offering period” (or any extension of any thereof) within the meaning of Rule 14d-11 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 payment, and pay for, any Shares validly tendered (and not validly withdrawn) withdrawn pursuant to the Offer are subject only to the terms and conditions set forth in this AgreementExhibit A (the “Offer Conditions”). Except for the Offer Conditions set forth in paragraphs (i) and (iv) of Exhibit A, including the prior satisfaction Offer Conditions are for the sole benefit of or waiver Parent and Merger Sub and may be asserted by Parent or Merger Sub in their sole discretion regardless of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex A circumstances (collectively, the “Offer Conditions”including any action or inaction by Parent or Merger Sub). Merger Sub expressly reserves the right (but is not obligated to) at any time and from time to time in its sole discretion to waive, in whole or in part, waive any Offer Condition or modify the terms of the Offer (including by increasing the Per Share Amount)Offer, except that that, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Per Share Amount (except as provided in Section 2.9)Offer Price, (iii) amend, modify, supplement modify or waive the Minimum Tender Condition or the Termination ConditionOffer Condition set forth in clause (iv) of Exhibit A, (iv) amend, add to the Offer Conditions or otherwise modify or supplement waive any terms of the Offer Condition, (v) amend, modify or supplement any Offer Condition in any a manner adverse to the holders of Shares or that would reasonably be expected to prevent or materially delay the consummation of Shares, (v) extend the Offer or the Merger, (vi) extend or otherwise change the Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.12.01), (viivi) change the form of consideration payable in the Offer, Offer or (viiivii) provide for any a “subsequent offering period” (or any extension of any thereof) within the meaning of in accordance with Rule 14d-11 under the Exchange 1934 Act.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any Shares validly tendered (and not validly withdrawn) pursuant to the Offer are subject only to the terms and conditions set forth in of this Agreement, including Agreement and the prior satisfaction of or waiver by Parent or Merger Sub in their sole discretion of the Minimum Tender Condition, the Termination Condition and the other conditions set forth in Annex A (collectively, the “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 waive, in whole or in part, any Offer Condition or modify the terms 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, except that that, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Per Share Amount (except as provided in Section 2.9)Amount, (iii) amend, modify, supplement modify or waive the Minimum Tender Condition or the Termination Condition, (iv) amend, modify add to the Offer Conditions or supplement any Offer Condition, (v) 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 would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the MergerMerger or impair the ability of Parent or Merger Sub to consummate the Offer, (viv) extend or otherwise change the Offer Expiration Time (except as expressly required or permitted by the other provisions of this Section 2.12.01), (viivi) change the form of consideration payable in the Offer, Offer or (viiivii) provide for any “subsequent offering period” (or any extension of any thereof) within the meaning of Rule 14d-11 under the Exchange Act.