Common use of Waiver of Tender Offer Conditions Clause in Contracts

Waiver of Tender Offer Conditions. Merger Sub expressly reserves the right from time to time, in its sole discretion, to (1) waive any Tender Offer Condition, (2) increase the Offer Price and (3) make any other changes in the terms and conditions of the Offer; provided, however, that Merger Sub shall not, without the prior written consent of the Company, which consent may be granted or withheld by the Company in its sole discretion, (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) decrease the number of Shares sought to be purchased in the Offer, (iv) amend, modify or waive satisfaction of the Minimum Condition or the Regulatory Condition, (v) amend or modify any of the other Tender Offer Conditions in a manner adverse to the holders of Shares in their capacity as such, (vi) impose conditions to the Offer in addition to the Tender Offer Conditions, (vii) terminate the Offer (other than in connection with the termination of this Agreement pursuant to Article VII) or accelerate, extend or otherwise change the Expiration Date in a manner other than pursuant to and in accordance with this Agreement or (viii) amend, modify or supplement any other term of the Offer in a manner adverse to the holders of Shares in their capacity as such.

Waiver of Tender Offer Conditions. Merger Sub expressly reserves the right from time to time, in its sole discretion, to (1) waive any Tender Offer Condition, (2) Condition or to increase the Offer Price and (3) or to make any other changes in the terms and conditions of the Offer; provided, however, that Merger Sub shall not, without the prior written consent of the Company, which consent may be granted or withheld by the Company in its sole discretion, (i) decrease the Offer Price, (ii) Price or change the form of consideration payable in the Offer, (iiiii) decrease the number of Shares sought to be purchased in the Offer, (iviii) amend, modify or waive satisfaction of the Minimum Condition (as defined in Exhibit A) or the Regulatory ConditionCondition (as defined in Exhibit A), (viv) amend amend, modify or modify supplement any of the other Tender Offer Conditions in a manner that is adverse to the holders of Shares in their capacity as suchCompany’s stockholders, (v) impose additional conditions to the Offer, (vi) impose conditions to the Offer in addition to the Tender Offer Conditions, (vii) terminate the Offer (other than in connection with the termination of this Agreement pursuant to Article VII) or accelerate, extend or otherwise change the Expiration Date (as defined in Section 1.1(d)) in a manner other than any extension pursuant to and in accordance with this Agreement or (viiivii) amend, modify or supplement any other term of the Offer in a manner that is adverse to the holders of Shares in their capacity as suchCompany’s stockholders; provided, further, however, that the Company shall not consent to any amendment or modification or other change to this Agreement that would provide for an Expiration Date prior to August 4, 2014.