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 the Offer Conditions and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Date, if the Offer Conditions have been satisfied or waived. Subject to the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable law. See Section 15. Payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility")), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering shareholders for the purpose of receiving payments from the Purchaser and transmitting such payments to the tendering shareholders whose Shares have been accepted for payment. Under no circumstances will interest on the purchase price for shares be paid, regardless of any extension of the Offer or any delay in making such payment. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates evidencing unpurchased Shares will be returned, without expense to the tendering shareholder (or, in the case of Shares tendered by book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained with the Book-Entry Transfer Facility), as soon as practicable following expiration or termination of the Offer. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including the Offer Conditions andincluding, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment, payment and will pay for, for all Shares validly tendered prior to the Expiration Date and not properly withdrawn pursuant to the Offer withdrawn, as promptly soon as practicable after the Expiration Date, if the Offer Conditions have been satisfied or waived. Subject to the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares in order to comply, comply in whole or in part, part with any applicable law. If Purchaser desires to delay payment for Shares accepted for payment pursuant to the Offer, and such delay would otherwise be in contravention of Rule 14e-1(c) of the Exchange Act, Purchaser will extend the Offer. See Section 151. Payment 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 (i) certificates for representing such Shares (or a timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility")DTC, as described in Section 2), (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantees (or, in connection with a book-entry transfer, an Agent's Message), and (iii) any other documents required documentsby the Letter of Transmittal. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered prior to the Expiration Date when, as and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary Depositary, as agent for the tendering stockholders, of the Purchaser's acceptance for payment of such Shares pursuant to the OfferShares. Payment for Shares so accepted for payment pursuant to the Offer will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering shareholders stockholders for the purpose of receiving payments such payment from the Purchaser and transmitting such payments payment to the tendering shareholders whose Shares have been accepted stockholders. If, for payment. Under no circumstances will interest on the purchase price any reason whatsoever, acceptance for shares be paid, regardless payment of any extension of the Offer or any delay in making such payment. If any Shares tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reasonis delayed, or if certificates are submitted Purchaser is unable to accept for more Shares than are tendered, certificates evidencing unpurchased Shares will be returned, without expense to the tendering shareholder (or, in the case of Shares tendered by book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained with the Book-Entry Transfer Facility), as soon as practicable following expiration or termination of the Offer. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the payment Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations then, without prejudice to Purchaser's rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act, which requires that Purchaser pay the Offer Price or return the tendered Shares promptly after any termination or withdrawal of the Offer), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and will in no way prejudice the rights of tendering shareholders to receive payment for such Shares validly tendered and accepted for payment pursuant may not be withdrawn except to the Offerextent that the tendering stockholders are entitled to withdrawal rights as described in Section 3. Under no circumstances will interest be paid on the purchase price by reason of any delay in making such payments.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including the Offer Conditions andincluding, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser we will accept for payment, and will pay for, all Shares validly tendered and not properly withdrawn prior to the Expiration Date and not properly withdrawn pursuant Date. In addition, we expressly reserve the right, subject to applicable rules of the Offer as promptly as practicable after the Expiration DateCommission, if the Offer Conditions have been satisfied or waived. Subject to the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable law. See Section 15Sections 1 and 13. Payment 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 (a) certificates for such Shares (or a confirmation of a the book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "BookBOOK-Entry Transfer FacilityENTRY TRANSFER FACILITY"))) pursuant to the procedures set forth in Section 3, (b) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) properly completed and duly executed with any required signature guarantees (or, in 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 (c) any other documents required documentsby the Letter of Transmittal. See Section 3. For purposes of the Offer, the Purchaser we will be deemed to have accepted for payment, and thereby purchased, payment Shares validly tendered and not properly withdrawn as, if and when the Purchaser gives we give oral or written notice to the Depositary of the Purchaser's our acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering shareholders stockholders for the purpose purposes of receiving payments from the Purchaser us and transmitting such payments to the tendering shareholders whose Shares have been accepted for paymentstockholders. Under no circumstances will interest on the purchase price for shares be paidUNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR SHARES, regardless of any extension REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Our reservation of the Offer right to delay the acceptance or any delay in making such paymentpurchase of or payment for Shares is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or to return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Offer. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates evidencing for such unpurchased Shares will be returned, without expense to the tendering shareholder stockholder (or, in the case of Shares tendered by book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained with the Book-Entry Transfer Facility), as soon as practicable following expiration or termination of the Offer. The Purchaser reserves IF, PRIOR TO THE EXPIRATION DATE, WE INCREASE THE CONSIDERATION OFFERED TO HOLDERS OF SHARES PURSUANT TO THE OFFER, WE WILL PAY SUCH INCREASED CONSIDERATION TO ALL HOLDERS OF SHARES THAT ARE PURCHASED PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH INCREASE IN CONSIDERATION. We reserve the right to transfer or assign, in whole or in part, from time to time in parttime, to one or more direct or indirect subsidiaries of its affiliates, Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser us of its our obligations under the Offer and will in no way prejudice the rights of tendering shareholders stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including the Offer Conditions andincluding, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment, payment and will pay for, for all Shares validly tendered prior to the Expiration Date and not properly withdrawn pursuant on or prior to the Offer any Expiration Date as promptly soon as practicable after the such Expiration Date. In addition, if the Offer Conditions have been satisfied or waived. Subject to the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right right, in its sole discretion and subject to applicable law, to delay acceptance for payment of, of or payment for, for Shares in order to comply, in whole or in part, with any applicable law, government regulation or any other condition contained herein. Any such delays will be accomplished in compliance with Rule 14e-1(c) under the Exchange Act (relating to bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of bidder's offer). See Section Sections 13 and 15. For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit by Purchaser of the purchase price to be paid by it with the Depositary, which Depositary will act as agent for the tendering shareholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering shareholders. See Instruction 11 of the Letter of Transmittal. Under no circumstances will interest be paid by Purchaser on the consideration paid for the Shares pursuant to the Offer, regardless of any delay in making payment. Purchaser shall pay all stock transfer taxes, if any, payable on the transfer of Shares purchased by it pursuant to the Offer, except as set forth in Instruction 7 of the Letter of Transmittal. 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 a certificate(s) for such Shares (or a timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "a Book-Entry Transfer Facility")Facility (as defined in Section 3), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in Section 3) in connection with a book-entry delivery of Shares, and any other documents required documentsby the Letter of Transmittal. For purposes a description of the Offer, the Purchaser will be deemed to have accepted procedure for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such tendering Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering shareholders for the purpose of receiving payments from the Purchaser and transmitting such payments to the tendering shareholders whose Shares have been accepted for payment. Under no circumstances will interest on the purchase price for shares be paid, regardless of any extension of the Offer or any delay in making such paymentsee Section 3. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, reason or if certificates certificate(s) are submitted for more Shares than are tendered, certificates evidencing unpurchased or untendered Shares will be returned, returned without expense to the tendering shareholder (or, in the case of Shares tendered by book-entry transfer of such Shares into the Depositary's account at the a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained with the at such Book-Entry Transfer Facility), ) as soon promptly as practicable following expiration the expiration, termination or termination withdrawal of the Offer. The If Purchaser increases the consideration offered to shareholders pursuant to the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased pursuant to the Offer, whether or not such Shares were tendered or accepted for payment prior to such increase in consideration. Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one Parent or more another direct or indirect subsidiary of its affiliatesParent, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and nor will any such assignment prejudice in no any way prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including the Offer Conditions andincluding, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment, payment and will pay for, for all Shares validly tendered prior to the Expiration Date and not properly withdrawn pursuant to the Offer withdrawn, as promptly soon as practicable after the Expiration Date, if the Offer Conditions have been satisfied or waived. Subject to the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares in order to comply, comply in whole or in part, part with any applicable law. If Purchaser desires to delay payment for Shares accepted for payment pursuant to the Offer, and such delay would otherwise be in contravention of Rule 14e-1(c) of the Exchange Act, Purchaser will extend the Offer. See Section 151. Payment 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 (i) certificates for representing such Shares (or a timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility")DTC, as described in Section 2), (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantees (or, in connection with a book-entry transfer, an Agent's Message), and (iii) any other documents required documentsby the Letter of Transmittal. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered prior to the Expiration Date when, as and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary Depositary, as agent for the tendering stockholders, of the Purchaser's acceptance for payment of such Shares pursuant to the OfferShares. Payment for Shares so accepted for payment pursuant to the Offer will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering shareholders stockholders for the purpose of receiving payments such payment from the Purchaser and transmitting such payments payment to tendering stockholders. If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or Purchaser is unable to accept for payment Shares tendered pursuant to the Offer, then, without prejudice to Purchaser's rights under Section 1, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn, except to the extent that the tendering shareholders whose Shares have been accepted for paymentstockholders are entitled to withdrawal rights as described in Section 3 and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will interest on the purchase price for shares be paid, regardless of any extension of the Offer or any delay in making such paymentUNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENTS. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tenderedpaid for, certificates evidencing unpurchased representing such Shares will be returned, without expense to the tendering shareholder returned (or, in the case of Shares tendered delivered by book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth in with DTC as permitted by Section 32, such Shares will be credited to an account maintained with DTC) without expense to the Book-Entry Transfer Facility), tendering stockholder as soon promptly as practicable following the expiration or termination of the Offer. The If, prior to the Expiration Date, Purchaser increases the consideration to be paid for Shares pursuant to the Offer, Purchaser will pay such increased consideration for all Shares accepted for payment or paid for pursuant to the Offer, whether or not such Shares have been tendered, accepted for payment or paid for prior to such increase in the consideration. Purchaser reserves the right to transfer or assign, assign in whole or from time to time in part, part to one or more affiliates of its affiliates, Purchaser the right of Purchaser to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering shareholders stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.