Common use of The Merger Agreement Clause in Contracts

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Tender Offer Statement on Schedule TO that we have filed with the SEC on September 22, 2014 (the “Schedule TO”) and which is incorporated herein by reference. The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 8—“Certain Information Concerning Xxxxx’s.” The Offer. The Merger Agreement provides that Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the Offer Conditions described in Section 13—“Conditions of the Offer” (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment, and pay for, all Shares validly tendered pursuant to the Offer and not properly withdrawn prior to the Expiration Date. The Merger Agreement requires us to (a) extend the Offer for one or more periods of time in consecutive increments of up to ten business days per extension (or such longer periods as may be agreed to by Purchaser, Xxxxx’s and General Xxxxx) if, at the time the Offer is scheduled to expire, any of the Offer Conditions are not satisfied or have not been waived, until such time as such Offer Conditions are satisfied or waived, and (b) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer; provided, that (1) we are not required to extend the Offer beyond the date of a Conversion Event, (2) if at any such scheduled expiration of the Offer, the Minimum Tender Condition is not satisfied but all other Offer Conditions are satisfied or waived, then we shall not be required to extend the Offer for more than twenty-five business days in the aggregate and (3) we shall not be required to extend the Offer beyond June 8, 2015 or the termination of the Merger Agreement.

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) an exhibit to the Tender Offer Statement on Schedule TO that we have filed with the SEC on September 22May 21, 2014 2012 (the “"Schedule TO”") and which is incorporated herein by reference. The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 8—“Certain 8—"Certain Information Concerning Xxxxx’sXxxxxx Xxxx.” " You are encouraged to read the full text of the Merger Agreement because it is the legal document that governs the Merger and certain aspects of the Offer. The summary description has been included in this Offer to Purchase to provide you with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any rights or obligations of the parties under the Merger Agreement or any factual disclosures about Xxxxxx Xxxx or the transactions contemplated in the Merger Agreement contained in public reports filed by Xxxxxx Xxxx or DSM with the SEC. The Offer. The Merger Agreement provides that Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the conditions to the Offer Conditions described in Section 13—“Conditions 13—"Conditions of the Offer” " (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment, and pay for, all Shares validly tendered pursuant to the Offer and not properly withdrawn prior to the Expiration Date. The Merger Agreement requires us We are permitted to (without Xxxxxx Xxxx'x consent), and shall (a) extend the Offer for one or more periods of time in consecutive increments of up to ten (10) business days per extension (or such longer periods as may be agreed to by Purchaser, Xxxxx’s and General Xxxxx) if, at the time the Offer is scheduled to expire, any of the Offer Conditions are is not satisfied or have and has not been waived, until such time as all such Offer Conditions are satisfied or waived, and waived or (b) extend the Offer for the minimum any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable Table of Contents to the Offer; provided, that (1) we are not required to extend the Offer beyond the date of a Conversion Event, (2) if at any such scheduled expiration of the Offer, the Minimum Tender Condition is not satisfied but all other Offer Conditions offer conditions are satisfied or waived, then we shall not be required to extend the Offer for more than twenty-five ten (10) business days in the aggregate aggregate. If fewer than 90% of the Shares are tendered, we may elect to, or at the request of Xxxxxx Xxxx be required to, provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act of at least ten (10) business days (or such shorter period as shall be requested by the Company); provided, however, that if the number of Shares validly tendered and (3) accepted for payment pursuant to the Offer would, assuming the exercise of the top-up option and the issuance of Shares pursuant to the top-up option, constitute at least one share more than 90% of the number of Shares then outstanding, any such request by Xxxxxx Xxxx will not obligate DSM or Purchaser to make available such subsequent offering period. In any event, we shall are not be required to extend the Offer beyond June 8October 31, 2015 2012 or the any termination of the Merger Agreement. See Sections 1 and 13—"Terms of the Offer" and "Conditions of the Offer."

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. This The following summary does not purport to be a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) an exhibit to the Tender Offer Statement on Schedule TO that we have has been filed with the SEC on September 22Securities and Exchange Commission by the Purchaser and Borland in connection with the Offer, 2014 (the “Schedule TO”) and which is incorporated herein in this Offer to Purchase by reference. The Merger Agreement may be examined examined, and copies obtained, by following the procedures described in Section 8 (Certain Information Concerning Starbase) of this Offer to Purchase. The Offer The Merger Agreement provides for the commencement of the Offer. The Purchaser’s obligation to accept for payment shares of Starbase common stock that are tendered in the Offer is subject to the satisfaction or waiver, if permitted under the Merger Agreement, of each of the conditions to the Offer that are described in Section 13 (Certain Conditions to the Offer) of this Offer to Purchase. The Purchaser may not, without Starbase’s prior written consent, make any change to the terms and conditions of the Offer that (i) decreases the Offer Price, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Starbase common stock sought in the Offer, (iv) imposes new conditions to the Offer in addition to those described in Section 13 of this Offer to Purchase, (v) extends the Offer except as provided for in the Merger Agreement and described below, (vi) amends or waives the Minimum Condition or (vii) is adverse to the holders of shares of Starbase common stock. The Purchaser is obligated to extend the Offer for 15 business days if all of the conditions to the Offer, other than the Minimum Condition and conditions relating to any foreign antitrust approvals and required consents, have been satisfied by 12:00 midnight, New York City time, on Friday, November 8, 2002, the initial expiration date of the Offer, provided that such 15-business day extension may be obtained in for a single 15-business day period or for two or more shorter periods as the manner set forth in Section 8—“Certain Information Concerning Xxxxx’s.” Purchaser shall determine, and, if the Minimum Condition is satisfied at the end of any such period, the Purchaser will not be required to further extend the Offer. The Purchaser also may (but is not required to) provide for a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act) of at least three but not more than twenty business days immediately following the expiration of the Offer. The Merger Agreement further provides that the Purchaser will commence the Offer and thatwill, upon on the terms and subject to prior satisfaction or waiver the conditions to the Offer, accept for payment, and pay for, all the shares of Starbase common stock that are validly tendered and not properly withdrawn in the Offer Conditions described in Section 13—“Conditions of as promptly as practicable after the Offer” (includingExpiration Date. If the Purchaser provides for a subsequent offering period, if the Offer is extended or amended, subject to the terms and conditions of any extension or amendment)the Merger Agreement, the Purchaser will accept for payment, and pay for, all Shares shares of Starbase common stock that are validly tendered pursuant to during the Offer and not properly withdrawn prior to the Expiration Date. The Merger Agreement requires us to (a) extend the Offer for one or more periods of time in consecutive increments of up to ten business days per extension (or subsequent offering period as promptly as practicable after such longer periods as may be agreed to by Purchaser, Xxxxx’s and General Xxxxx) if, at the time the Offer is scheduled to expire, any of the Offer Conditions shares are not satisfied or have not been waived, until such time as such Offer Conditions are satisfied or waived, and (b) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer; provided, that (1) we are not required to extend the Offer beyond the date of a Conversion Event, (2) if at any such scheduled expiration of the Offer, the Minimum Tender Condition is not satisfied but all other Offer Conditions are satisfied or waived, then we shall not be required to extend the Offer for more than twenty-five business days in the aggregate and (3) we shall not be required to extend the Offer beyond June 8, 2015 or the termination of the Merger Agreementtendered.

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Tender Offer Statement on Schedule TO that we have filed with the SEC on September 22July 28, 2014 2015 (the “Schedule TO”) and which is incorporated herein by reference. The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 8—“Certain 8 — “Certain Information Concerning Xxxxx’sReceptos.” The Offer. The Merger Agreement provides that Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the Offer Conditions described in Section 13—“Conditions 13 — “Conditions of the Offer” (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer and not properly withdrawn prior to promptly after the Expiration DateDate (the “Acceptance Time”). The Merger Agreement requires us to to: (a) if requested by Receptos, extend the Offer for one or more successive periods of time in consecutive increments of up to ten 15 business days per extension (or such longer periods as may be agreed to approved in advance by Purchaser, Xxxxx’s and General XxxxxReceptos) if, at the time the Offer is scheduled to expire, any of the Offer Conditions Conditions, other than the Minimum Condition, are not satisfied or have not been waivedwaived (provided that such condition or conditions are capable of being satisfied on or before July 14, until 2016); (b) extend the Offer for a period of 10 business days (or such longer periods as may be approved in advance by Receptos), if, at the time as such the Offer is scheduled to expire, the Minimum Condition is not satisfied but all other Offer Conditions are satisfied or have been waived, on no more than two occasions (provided that we may extend the Offer for additional periods in our sole and absolute discretion); and (bc) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or its staff or the NASDAQ applicable to the Offer; provided. The Merger Agreement provides that Purchaser may (but shall not be required to), that (1) we are not required to extend and the Offer beyond to Purchase shall reserve the date right to, provide for a “subsequent offering period” (within the meaning of a Conversion Event, (2Rule 14d-11 under the Exchange Act) if at any such scheduled of not less than three nor more than 20 business days immediately following the expiration of the Offer, . Subject to the Minimum Tender Condition is not satisfied but all other Offer Conditions are satisfied or waived, then we shall not be required to extend the Offer for more than twenty-five business days in the aggregate terms and (3) we shall not be required to extend the Offer beyond June 8, 2015 or the termination conditions of the Merger AgreementAgreement and the Offer, Purchaser will accept for payment, and pay for, all Shares that are validly tendered during any “subsequent offering period” promptly (within the meaning of Section 14e-1(c) under the Exchange Act) after any such Shares are validly tendered during such “subsequent offering period.” Notwithstanding the foregoing, Purchaser has agreed not to (and Celgene has agreed to cause Purchaser not to) commence any “subsequent offering period” after the Acceptance Time if the Merger can be effected under Section 251(h) of the DGCL.

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Tender Offer Statement on Schedule TO that we have filed with the SEC on September 22December 7, 2014 2015 (the “Schedule TO”) and which is incorporated herein by reference. The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 8—“Certain 8 — “Certain Information Concerning Xxxxx’sTCS.” The Offer. The Merger Agreement provides that Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the Offer Conditions described in Section 13—“Conditions 13 — “Conditions of the Offer” (including, if the Offer is extended or amendedamended in accordance with the terms of the Merger Agreement, the terms and conditions of any extension or amendment), Purchaser will accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer and not properly withdrawn prior to promptly after the Expiration DateDate (the “Acceptance Time”). The Merger Agreement requires us to to: (ai) extend the Offer for one or more successive periods of time in consecutive increments of up to ten 10 business days each (or such longer period of up to 20 business days per extension (or if Comtech desires and TCS consents in writing prior to such longer periods as may be agreed to by Purchaser, Xxxxx’s and General Xxxxxextension) if, at the time the Offer is scheduled to expire, if any of the Offer Conditions are (other than the Minimum Condition) have not been satisfied or have not been waived, until waived (provided that the Offer does not expire more than three business days following the end of the Marketing Period and such time as condition or conditions are capable of being satisfied on or before the End Date); (ii) extend the Offer for successive periods of 10 business days each (or such longer period of up to 20 business days per extension if Comtech desires and TCS consents in writing prior to such extension) if all the Offer Conditions are (other than the Minimum Condition) have been satisfied or waived, have been waived (provided that the Offer does not expire more than three business days following the end of the Marketing Period and Purchaser will not be required to extend the Offer pursuant to this clause on more than two occasions but may do so in its sole and absolute discretion); and (biii) extend the Offer for the minimum period or periods required by any ruleapplicable law or rules, regulationregulations, interpretation interpretations or position positions of the SEC or its staff applicable or the NASDAQ. We expressly reserve the right to make any changes in the terms or conditions to the Offer; provided, that however, unless previously approved by TCS in writing, Comtech and Purchaser may not provide for a “subsequent offering period” (1) we are not required to extend within the Offer beyond meaning of Rule 14d-11 under the date of a Conversion Event, (2) if at any such scheduled expiration of the Offer, the Minimum Tender Condition is not satisfied but all other Offer Conditions are satisfied or waived, then we shall not be required to extend the Offer for more than twenty-five business days in the aggregate and (3) we shall not be required to extend the Offer beyond June 8, 2015 or the termination of the Merger AgreementExchange Act).