Common use of Procedures for Tendering Shares Clause in Contracts

Procedures for Tendering Shares. For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn prior to the Expiration Date if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the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 aggregate Offer Price for such Shares with the Depositary, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments 57 TABLE OF CONTENTS​ to the tendering stockholders. Upon deposit of such funds with the Depositary, Purchaser’s obligation to make such payments will be satisfied in full, and tendering stockholders must thereafter look only to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. 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 conditions of the Offer for any reason, including if certificates are submitted for more Shares than are tendered, such Shares will be returned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination of the Offer. In the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares,” such Shares will be credited to an account maintained by DTC. If, prior to the Expiration Date, Purchaser shall increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration.

Procedures for Tendering Shares. Accordingly, tendering stockholders may be paid at different times depending upon when share certificates are actually received by the Depositary or book-entry confirmations with respect to Shares are actually received by DTC and when the Letter of Transmittal and other required materials, properly executed and completed, as applicable, are received by the Depositary. For purposes of the Offer, Purchaser we will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn prior to the Expiration Date if and when Purchaser gives oral or we give written notice to the Depositary of its our acceptance for payment of such Shares pursuant to the Offer. Payment We will pay for Shares accepted for payment pursuant to the Offer will be made by deposit of depositing the aggregate Offer Price for such Shares purchase price thereof with the Depositary, which will act as your agent for the tendering stockholders for purposes of receiving payments from Purchaser us and transmitting such payments 57 TABLE OF CONTENTS​ to you. Under no circumstances will we pay interest on the tendering stockholders. Upon deposit of such funds with the Depositary, Purchaser’s obligation to make such payments will be satisfied in full, and tendering stockholders must thereafter look only to the Depositary consideration paid for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. 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 conditions of the Offer for any reason, including or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased or not tendered Shares will be returned or credited to the appropriate account(or, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination of the Offer. In in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares,” transfer, such Shares will be credited to an account maintained by with DTC), without expense to you, promptly following expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser shall increase increases the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all 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, subject to the provisions of the Merger Agreement, to designate, by written notice to Barrier, another wholly-owned direct or indirect subsidiary of Parent to be a constituent entity in lieu of Purchaser, provided that any such designation shall not impede or delay the consummation of the transactions contemplated by the Merger Agreement or otherwise materially impede the rights of the Barrier stockholders under the Merger Agreement.

Procedures for Tendering Shares. Accordingly, tendering stockholders may be paid at different times depending upon when Share certificates or Book-entry Confirmations with respect to Shares are actually received by the Depositary. For purposes of the Offer, Purchaser we will be deemed to have accepted for payment and thereby purchased Shares validly tendered tendered, and not properly withdrawn withdrawn, prior to the Expiration Date if and when Purchaser gives we give oral or written notice to the Depositary of its our acceptance for payment of such Shares pursuant to the Offer. Payment Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the aggregate Offer Price for such Shares purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser us and transmitting such payments 57 TABLE OF CONTENTS​ to the tendering stockholders. Upon deposit of such funds with the Depositary, Purchaser’s obligation to make such payments will be satisfied in full, and tendering stockholders must thereafter look only to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. 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 conditions of the Offer for any reason, including or if certificates are submitted for more Shares than are tendered, certificates for such Shares will be returned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination of the Offer. In (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3 — “The Tender Offer—Section 3. Procedures for Tendering Shares,” such Shares will be credited to an account maintained by with DTC) promptly following expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser shall we increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration.

Procedures for Tendering Shares. For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn prior to the Expiration Date if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such those Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the aggregate Offer Price for such Shares purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such those payments 57 TABLE OF CONTENTS​ to the tendering stockholders. Upon deposit of such funds with the Depositary, Purchaser’s obligation to make such payments will be satisfied in full, and tendering stockholders must thereafter look only to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. 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 conditions of the Offer for any reason, including or if certificates are submitted for more Shares than are tendered, such Shares will be returned or credited to the appropriate account, as applicable. Such certificates for those unpurchased Shares will be returned or credited (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder promptly following expiration or termination of the Offer. In (or, in the case of Shares tendered by book-entry transfer into the Depositary’s 's account at DTC pursuant to the procedures set forth in “The Tender Offer—Section 3. Procedures 3—"Procedures for Tendering Shares,” such " those Shares will be credited to an account maintained by with DTC) promptly following expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser shall increase increases the consideration offered to holders of Shares pursuant to the Offer, such that increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such those Shares were tendered prior to such that increase in consideration. Purchaser reserves the right, under and subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any direct or indirect wholly-owned subsidiary of NRC, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment 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.