definiens: means all outstanding securities entitledgenerally to vote in the election of directors of the Company on a fully diluted basis, after giving effect to the exerciseor conversion of all options, rights and securities exercisable or convertible into such voting securities having anexercise price or conversion price less than the Cash Value of the Offer Price . Furthermore, notwithstanding any otherterm of the Offer or this Agreement, neither Parent nor Merger Sub shall be required to accept for payment or, subjectas aforesaid, to pay for any Shares not theretofore accepted for payment or paid for, and may terminate or amend theOffer, with the consent of the Company or if, at any time on or after the date of this Agreement and before theexpiration of the Offer, any of the following conditions exists:(a ) any law ( whether temporary, preliminary or permanent ) shall have been enacted, entered, promulgated orenforced, or any injunction shall have been issued and be in effect, by any United States or state court or UnitedStates Governmental Entity which prohibits, restrains or enjoins the consummation of the Offer;(b ) there shall have occurred any change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect;(c ) the representations and warranties of the Company contained in this Agreement shall not be true andcorrect ( without giving effect to any limitation on any representation or warranty indicated by the words,,, or ) at such time(except to the extent expressly made as of an earlier date, in which case as of such earlier date ), in each case exceptwhere the failure of any such representations and warranties to be so true and correct would not, or would notreasonably be expected to have a Company Material Adverse Effect;(d ) the Company shall have failed to perform in any material respect any obligation or to comply in anymaterial respect with any agreement or covenant of the Company required to be performed or complied with by it underthis Agreement ; -2- ( e ) this Agreement shall have been terminated in accordance with its terms ; which, in the sole and reasonablejudgment of Merger Sub or Parent, in any such case, makes it inadvisable to proceed with such acceptance forpayment or payment ; or(f ) the S-4 shall be the subject of any stop order or proceeding seeking a stop order