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 extension or amendment), Purchaser will accept for payment and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn, as soon as practicable after the Expiration Date. 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. 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 1. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at 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 by the Letter of Transmittal. For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares tendered prior to the Expiration Date when, as and if Purchaser gives oral or written notice to the Depositary, as agent for the tendering stockholders, of Purchaser's acceptance for payment of such Shares. Payment for Shares so accepted for payment will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving such payment from Purchaser and transmitting such 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Section 1, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn, except to the extent that the tendering stockholders are entitled to withdrawal rights as described in Section 3 and as otherwise required by Rule 14e-1(c)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 BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENTS. If any tendered Shares are not accepted for payment and paid for, certificates representing such Shares will be returned (or, in the case of Shares delivered by book-entry transfer with DTC as permitted by Section 2, such Shares will be credited to an account maintained with DTC) without expense to the tendering stockholder as promptly as practicable following the expiration or termination of the Offer. 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 in whole or in part to one or more affiliates of Purchaser the right of Purchaser to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering 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, if the Offer is extended or amended, the terms and conditions of any extension or amendment), 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, as soon as practicable promptly after the Expiration Date. Purchaser expressly reserves If we decide to provide a Subsequent Offering Period, we will immediately accept and promptly pay for Shares as they are tendered during the right Subsequent Offering Period. Notwithstanding the foregoing, subject to delay acceptance for payment of, or payment for, Shares in order to comply in whole or in part with the terms and conditions of the Merger Agreement and any applicable law. If Purchaser desires to delay payment for Shares accepted for payment pursuant to rules and regulations of the OfferSEC, and such delay would otherwise be in contravention of including Rule 14e-1(c) of under the Exchange Act, Purchaser will extend we reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares until satisfaction of all conditions to the Offer relating to governmental or regulatory approvals specified in Section 16 — “Certain Legal Matters; Regulatory Approvals.” For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer. See , including under the HSR Act (as defined below), see Section 1. In all cases, payment 16 — “Certain Legal Matters; Regulatory Approvals.” 14 Table of Contents We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. Upon the deposit of such funds with the Depositary, Purchaser’s obligation to make such payment shall be satisfied, and tendering stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. Notwithstanding the foregoing, from and after the Effective Time, holders of Shares who did not tender in the Offer will have the right to receive the Merger Consideration pursuant to the terms and conditions of the Merger Agreement. In all cases (including during any Subsequent Offering Period), payment for Shares accepted for payment will be made only after timely receipt by the Depositary of (i) certificates representing such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at 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), transfer and (iii) any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3 — “Procedure for Accepting the Offer and Tendering Shares.” Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. For purposes of the Offer, Purchaser we will be deemed to have accepted for payment, payment Shares validly tendered and thereby purchased, Shares tendered prior to the Expiration Date not withdrawn when, as and if Purchaser gives we give oral or written notice of our acceptance to the Depositary, as agent for . Under no circumstances will we pay interest on the tendering stockholders, of Purchaser's acceptance for payment of such Shares. Payment consideration paid for Shares so accepted for payment will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving such payment from Purchaser and transmitting such 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, thenregardless of any extension of the Offer or any delay in making such payment. Payment of the Offer Price with respect to Shares which are reflected on the Company’s books and records as being pledged to the Company’s credit union (or other secured party) will be made directly to the credit union (or other secured party). Such payment may result in a payment to the credit union (or other secured party) greater than the amount of the underlying obligation that is secured by the pledge. A holder of Shares will have to look to the credit union (or other secured party) for the repayment of any amounts in excess of the underlying obligation. Purchaser will not be responsible for any such overpayment. Payment to the Company’s credit union (or other secured party) will discharge the obligation of Purchaser to pay for such Shares. If we do not accept for payment any tendered Shares pursuant to the Offer for any reason, without prejudice expense to Purchaser's rights under Section 1you, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and we will transfer such Shares may not be withdrawn, except into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the extent that the tendering stockholders are entitled to withdrawal rights as described procedures set forth in Section 3 — “Procedure for Accepting the Offer and as otherwise required by Rule 14e-1(c) under Tendering Shares,” and the Exchange Act. UNDER 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 and paid for, certificates representing such Shares will be returned (or, in the case of Shares delivered by book-entry transfer with DTC as permitted by Section 2, such Shares will be credited to an account maintained with DTC) without expense to at the tendering stockholder as Book-Entry Transfer Facility, promptly as practicable following the expiration expiration, termination or termination withdrawal of the Offer. 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 in whole or in part to one or more affiliates of Purchaser the right of Purchaser to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering 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, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn, withdrawn on or prior to any Expiration Date as soon as practicable after the such Expiration Date. In addition, 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 comply, in whole or in part part, with any applicable law, government regulation or any other condition contained herein. If 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 Sections 13 and 15. For purposes of the Offer, Purchaser desires will be deemed to delay 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, and such regardless of any delay would otherwise be in contravention making payment. Purchaser shall pay all stock transfer taxes, if any, payable on the transfer of Rule 14e-1(c) Shares purchased by it pursuant to the Offer, except as set forth in Instruction 7 of the Exchange Act, Purchaser will extend the Offer. See Section 1Letter 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 (ia certificate(s) certificates representing for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at DTC, a Book-Entry Transfer Facility (as described defined in Section 23), (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) ), properly completed and duly executed, with any required signature guarantees guarantees, or an Agent's Message (or, as defined in Section 3) in connection with a book-entry transfer, an Agent's Message)delivery of Shares, and (iii) any other documents required by the Letter of Transmittal. For purposes a description of the Offer, Purchaser will be deemed to have accepted procedure for payment, and thereby purchased, tendering Shares tendered prior to the Expiration Date when, as and if Purchaser gives oral or written notice to the Depositary, as agent for the tendering stockholders, of Purchaser's acceptance for payment of such Shares. Payment for Shares so accepted for payment will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving such payment from Purchaser and transmitting such 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 see 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 stockholders 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 BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENTS3. If any tendered Shares are not accepted for payment and paid forfor any reason or if certificate(s) are submitted for more Shares than are tendered, certificates representing such evidencing unpurchased or untendered Shares will be returned without expense to the tendering shareholder (or, in the case of Shares delivered tendered by book-entry transfer with DTC as permitted by into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 23, such Shares will be credited to an account maintained with DTCat such Book-Entry Transfer Facility) without expense to the tendering stockholder as promptly as practicable following the expiration expiration, termination or termination withdrawal of the Offer. If, prior to the Expiration Date, If Purchaser increases the consideration offered to be paid for Shares shareholders pursuant to the Offer, Purchaser will pay such increased consideration for will be paid to all shareholders whose Shares accepted for payment or paid for are purchased pursuant to the Offer, whether or not such Shares have been tendered, were tendered or 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 Parent or more affiliates another direct or indirect subsidiary of Purchaser Parent, 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 Purchaser of its obligations under the Offer and nor will any such assignment prejudice in no any way prejudice the rights of tendering stockholders 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, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn, as soon as practicable after the Expiration Date. 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. 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 1. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at 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 by the Letter of Transmittal. For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares tendered prior to the Expiration Date when, as and if Purchaser gives oral or written notice to the Depositary, as agent for the tendering stockholders, of Purchaser's acceptance for payment of such Shares. Payment for Shares so accepted for payment will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving such payment from Purchaser and transmitting such 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 1the 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 such Shares may not be withdrawn, withdrawn except to the extent that the tendering stockholders are entitled to withdrawal rights as described in Section 3 and as otherwise required by Rule 14e-1(c) under the Exchange Act3. UNDER 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 and paid for, certificates representing such Shares Under no circumstances will be returned (or, in the case of Shares delivered by book-entry transfer with DTC as permitted by Section 2, such Shares will be credited to an account maintained with DTC) without expense to the tendering stockholder as promptly as practicable following the expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser increases the consideration to interest be paid for Shares pursuant to on the Offer, Purchaser will pay purchase price by reason of any delay in making 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 in whole or in part to one or more affiliates of Purchaser the right of Purchaser to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offerpayments.