Activision Blizzard (ATVI)

Offer Conditions

Notwithstanding any other provision of the Tender Offer or the Agreement (except for the provisions of Article III of the Agreement which shall remain applicable), Activision shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act, to pay for any tendered shares of Activision Common Stock, and may delay the acceptance for payment of any tendered shares of Activision Common Stock, and amend or terminate the Tender Offer, if at any time after the consummation of the Combination Transactions on the Closing Date and prior to the expiration of the Tender Offer, any of the following events shall occur and be continuing:

1.     There shall be any Order instituted, issued or entered, or any Law enacted, issued, promulgated or enforced, by any Governmental Entity which restrains, enjoins or prohibits consummation of the Tender Offer or makes the consummation of the Tender Offer illegal.

2.     Activision determines that the consummation of the Tender Offer may either cause the shares to be held of record by less than 300 persons or cause the Activision Common Stock to be delisted from The Nasdaq Stock Market or to be eligible for deregistration under the Exchange Act.

Offer Conditions

Notwithstanding any other provision of the Tender Offer or the Agreement (except for the provisions of Article III of the Agreement which shall remain applicable), Activision shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act, to pay for any tendered shares of Activision Common Stock, and may delay the acceptance for payment of any tendered shares of Activision Common Stock, and amend or terminate the Tender Offer, if at any time after the consummation of the Combination Transactions on the Closing Date and prior to the expiration of the Tender Offer, any of the following events shall occur and be continuing:

1.     There shall be any Order instituted, issued or entered, or any Law enacted, issued, promulgated or enforced, by any Governmental Entity which restrains, enjoins or prohibits consummation of the Tender Offer or makes the consummation of the Tender Offer illegal.

2.     Activision determines that the consummation of the Tender Offer may either cause the shares to be held of record by less than 300 persons or cause the Activision Common Stock to be delisted from The Nasdaq Stock Market or to be eligible for deregistration under the Exchange Act.