Common use of Acceptance for Payment and Payment for Shares Clause in Contracts

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will purchase by accepting for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn (including Shares validly tendered and not withdrawn during any extension of the Offer, if the Offer is extended, subject to the terms and conditions of such extension), promptly after the Expiration Date. In addition, subject to complying with Rule 14e-1 under the Exchange Act, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable law. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - certificates evidencing Shares ("Share Certificates") or timely confirmation of a book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "--Procedures For Accepting The Offer And Tendering Shares"; - the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer; and - any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will purchase purchase, by accepting for payment, and will pay for, all Shares validly tendered prior to the Expiration Date (and not properly withdrawn (including Shares validly tendered and not withdrawn during any extension of the Offer, if the Offer is extended, subject to the terms and conditions of such extension), in accordance with Section 4) promptly after the later to occur of (i) the Expiration DateDate and (ii) the satisfaction or waiver of the conditions set forth in Section 14. In addition, subject to complying with Rule 14e-1 under the Exchange Act, the The Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or or, subject to applicable rules of the SEC, payment for, Shares in order to comply, comply in whole or in part, part with any applicable law. For a description of the Purchaser's right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment for Shares, see Section 14. In all cases, payment for Shares tendered and accepted for payment purchased pursuant to the Offer will be made only after timely receipt by the Depositary of: - of (i) the certificates evidencing such Shares (the "Share Certificates") or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer FacilityFacilities") pursuant to the procedures set forth in "--Procedures For Accepting The Offer And Tendering Shares"; - Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guaranteesor, or in the case of a book-entry transfer, an Agent's Message (as defined below), and (iii) in connection with a book-entry transfer; and - any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different timesSee Section 3.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will purchase by accepting accept for payment, payment and will pay for, for all Shares validly tendered prior to the Expiration Date and not properly theretofore withdrawn (including Shares validly tendered and not withdrawn during any extension in accordance with Section 4 of the Offer, if the this Offer is extended, subject to the terms and conditions of such extension), Purchase promptly after the later to occur of (a) the Expiration Date. In addition, Date and (b) subject to complying compliance with the applicable rules and regulations of the Commission, including Rule 14e-1 14e-1(c) under the Exchange Act, the satisfaction or waiver of the conditions set forth in Section 15 of this Offer to Purchase. Subject to such compliance, Purchaser expressly reserves the right, in its sole discretion, right to delay the acceptance payment for payment of, or payment for, Shares in order to comply, comply in whole or in part, part with any applicable law. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - of (i) certificates evidencing for such Shares ("Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") ), pursuant to the procedures set forth in "--Procedures For Accepting The Section 3 of this Offer And Tendering Shares"; - the to Purchase, (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, ) with any all required signature guaranteesguarantees or, or an Agent's Message (as defined below) in connection with the case of a book-entry transfer; , an Agent's Message and - (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times.The term "

Acceptance for Payment and Payment for Shares. Upon the terms and The obligation of Purchaser to accept for payment Shares tendered shall be subject to the conditions satisfaction of the Offer (including, if the Offer is extended or amended, the terms Conditions. Purchaser covenants and conditions of any such extension or amendment), the Purchaser will purchase by accepting for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn (including Shares validly tendered and not withdrawn during any extension of the Offer, if the Offer is extendedagrees that, subject to the terms and conditions of such extension)the Merger Agreement, including the Offer Conditions, it will accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as promptly after the Expiration Dateas reasonably practicable. In addition, subject to complying the applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares pending receipt of any other regulatory approvals specified in Section 16. Any such delays will be effected in compliance with Rule 14e-1 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the Purchaser expressly reserves the rightHSR Act, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable lawsee Section 16. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - of (i) certificates evidencing representing such Shares ("Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's account at The the Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "--Procedures For Accepting The Offer And Tendering Shares"; - Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer; transfer and - (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of to the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will purchase by accepting (i) immediately following the Expiration Date, accept for payment, and will pay for, payment all Shares validly tendered and not validly withdrawn, prior to the Expiration Date (the time of such acceptance, the “Acceptance Time”) and not properly withdrawn (including ii) as soon as practicable following the Expiration Date (and, in any event, no more than one business day after the Acceptance Time) pay for all such Shares. Acceptance for payment of Shares validly tendered pursuant to and not withdrawn during any extension subject to the conditions of the Offer, if the Offer is extended, subject referred to as the terms “Offer Closing” and conditions of such extension), promptly after the Expiration date on which the Offer Closing occurs is the “Offer Closing Date. In addition, subject to complying with Rule 14e-1 under the Exchange Act, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable law. .” In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - of (i) certificates evidencing representing such Shares ("Share Certificates") or timely confirmation of a the book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company (“DTC” or the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in "--Procedures For Section 3—“Procedures for Accepting The the Offer And and Tendering Shares"; - the ,” (ii) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees (or, or an Agent's Message (as defined below) in connection with the case of a book-entry transfer; , an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal) and - (iii) any other documents required by the Letter of TransmittalTransmittal or any other customary documents required by the Depositary. AccordinglySee Section 3—“Procedures for Accepting the Offer and Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not validly withdrawn, prior to the Expiration Date if and when the Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer and the conditions of the Offer have been satisfied or waived, to the extent permissible under the Merger Agreement. Upon the terms and subject to the conditions of the Offer, payment may for Shares accepted for payment pursuant to the Offer will be made to by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders at different times if delivery for purposes of receiving payments from the Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to the terms and other required documents occurs conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for these unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at different timesthe Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,” these Shares will be credited to an account maintained with the Book-Entry Transfer Facility) promptly following expiration or termination of the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, and the terms and conditions of any such extension or amendment), the Purchaser will purchase by accepting accept for payment, payment and will pay for, all for up to the Maximum Number of Shares validly tendered prior to the Expiration Date and not theretofore properly withdrawn (including Shares validly tendered and not withdrawn during any extension of the Offer, if the Offer is extended, subject to the terms and conditions of such extension), in accordance with Section 4 promptly after the later to occur of (a) the Expiration Date. In addition, Date and (b) subject to complying compliance with Rule 14e-1 14e-l(c) under the Exchange Act, the Purchaser satisfaction or waiver of the conditions set forth in Section 14. Purchaser, subject to the Tender Offer Agreement, expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, of or payment for, for Shares in order to comply, comply in whole or in part, part with any applicable law, including, without limitation, the HSR Act and any applicable foreign antitrust laws. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder's offer). In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - of (i) certificates evidencing for such Shares ("Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company Company, (the "Book-Entry Transfer Facility") ), pursuant to the procedures set forth in "--Procedures For Accepting The Offer And Tendering Shares"; - the Letter of Transmittal Section 3, (or ii) a facsimile thereof), properly completed and duly executed, executed Letter of Transmittal with any all required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's Message (as defined below) in connection with a book-entry transfer; and - any (iii) all other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times.