Common use of DISTRIBUTION OF ENTITLEMENTS Clause in Contracts

DISTRIBUTION OF ENTITLEMENTS. (a) If under the terms and conditions set forth in the Offer to Purchase, the Purchaser becomes obligated to accept and pay for Shares validly tendered, then upon instruction by the Purchaser and as promptly as practicable, but in any event not later than 5:00 PM, Eastern Time, on the fifth NYSE trading day after the latest of (i) the Expiration Date and (ii) the deposit by the Purchaser with Mellon of sufficient federal or other immediately available funds to pay, subject to the terms and conditions of the Offer, all stockholders for whom checks representing payment for Shares are to be drawn, less any adjustments required by the terms of the Offer and all applicable tax withholdings, Mellon shall deliver or cause to be delivered to stockholders who have validly tendered their Shares (and such holders’ designated payees), consistent with this Agreement and the Letter of Transmittal, official bank checks of Mellon, as agent for the Purchaser, and payable through Mellon in the amount of the applicable purchase price specified in the Offer (less any applicable tax withholding) for the Shares theretofore properly tendered and purchased under the terms and conditions of the Offer. Mellon will not be obligated to calculate or pay interest to any holder or any other party claiming through a holder or otherwise.