Yes. The Offer is not conditioned on a minimum number of SAFTs being tendered. Participation in the Offer is completely voluntary. However, we will not be required to accept any eligible SAFTs tendered for exchange, and we may terminate or amend the Offer, or postpone our acceptance and cancellation of any SAFTs tendered for exchange, if at any time on or after March 17, 2020, and prior to the expiration date, any of the following events has occurred, or has been determined by us to have occurred, and, in our reasonable judgment in any case and regardless of the circumstances giving rise to the event, including any action or omission to act by us, the occurrence of such event or events makes it inadvisable for us to proceed with the Offer or with such acceptance and cancellation of SAFTs tendered for exchange. These events include, but are not limited to, any of the following:
- any governmental, regulatory or administrative agency or authority has threatened or instituted or has pending any action or proceeding that directly or indirectly challenges the making of the Offer, the acquisition of some or all of the tendered SAFTs pursuant to the Offer, the issuance of new SAFTs or otherwise relates in any manner to the Offer, or that, in our reasonable judgment, could materially and adversely affect our business, condition, income, operations or prospects or materially impair the contemplated benefits of the Offer to us;
- any court or any authority, agency or tribunal has threatened any action, has pending or taken or withheld approval, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or that, in our reasonable judgment, would or might directly or indirectly:
- Make the acceptance for exchange of, or issuance of new SAFTs for, some or all of the tendered SAFTs illegal;
- Restrict or prohibit consummation of the Offer;
- Delay or restrict our ability, or render us unable, to accept for exchange, or issue new SAFTs for, some or all of the tendered SAFTs;
- Materially and adversely affect our business, condition, income, operations or prospects; or
- Materially impair the contemplated benefits of the Offer to us;
- any change or changes shall have occurred in our business, condition, assets, income, operations, prospects or unit ownership that, in our reasonable judgment, is or may be material to us or may materially impair the contemplated benefits of the Offer to us.
The conditions to the Offer are for our benefit. We may assert them in our discretion regardless of the circumstances giving rise to them before the expiration date. We may waive them, in whole or in part, at any time and from time to time prior to the expiration date, in our discretion, whether or not we waive any other condition to the Offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. The waiver of any of these rights with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances. Any determination we make concerning the events described in this section will be final and binding upon all persons.