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 AcquisitionCo to cause Merger Sub to, accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer are subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). Merger Sub expressly reserves the right to waive any Offer Condition (other than the Minimum Tender Condition and the Super-Majority of the Minority Tender Condition, which are non-waivable) or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions or change, modify or waive any Offer Condition in a manner adverse to the holders of Common Stock, (iv) extend or otherwise change the expiration date of the Offer (except as required or permitted by the provisions of Section 2.1(c)), (v) change the form of consideration payable in the Offer, or (vi) otherwise amend, modify or supplement any of the other terms of the Offer in any manner adverse to the holders of Common Stock.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of AcquisitionCo Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer are subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). Merger Sub expressly reserves the right to waive any Offer Condition (other than the Minimum Tender Condition and the Super-Majority of the Minority Tender Condition, which are non-waivable) or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or change, modify or waive any Offer Condition in a manner adverse to the holders of Common Stock, (ivv) extend or otherwise change the expiration date of the Offer (except as required or permitted by the provisions of Section 2.1(c1.1(c)), (vvi) change the form of consideration payable in the Offer, or (vivii) otherwise amend, modify or supplement any of the other terms of the Offer in any manner adverse to the holders of Common Stock.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of AcquisitionCo Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer are and shall be subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, 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 any Offer Condition (other than the Minimum Tender Condition and the Super-Majority of the Minority Tender Condition, which are non-waivable) or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock Shares subject to the Offer, (ii) reduce the Offer Price, (iii) modify or waive the Minimum Tender Condition or the Termination Condition, (iv) add to the Offer Conditions or change, otherwise modify or waive any term of the Offer Condition in a manner adverse to the Company (prior to the consummation of the Offer) or the holders of Common StockShares, (ivv) extend or otherwise change the expiration date of the Offer (except as required or permitted by the other provisions of this Section 2.1(c)2.01), (vvi) change the form of consideration payable in the Offer, Offer or (vivii) otherwise amend, modify provide for a “subsequent offering period” (or supplement any of extension thereof) in accordance with Rule 14d-11 under the other terms of the Offer in any manner adverse to the holders of Common StockExchange Act.

Terms and Conditions of the Offer. The obligations of Merger Sub to, and of AcquisitionCo Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer are subject only to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). Merger Sub expressly reserves the right to waive any Offer Condition (other than the Minimum Tender Condition and the Super-Majority of the Minority Tender Condition, which are non-waivable) or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer PricePrice (except to the extent required pursuant to Section 1.1(e)), (iii) add to the Offer Conditions or change, modify or waive any Offer Condition in a manner adverse to the holders of Common StockMinimum Tender Condition, (iv) impose any condition to the Offer in addition to the Offer Conditions, (v) extend or otherwise change the expiration date of the Offer (except as required or permitted by the provisions of Section 2.1(c1.1(c)), (vvi) change the form of consideration payable in the Offer, or (vivii) otherwise amend, modify or supplement any of the other terms of the Offer in any manner adverse to the Company or the holders of Common Stock.