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

Acceptance for Payment and Payment for Shares. ​ Subject to the terms of the Offer and the Merger Agreement and subject to the satisfaction or waiver of all of the Offer Conditions set forth in Section 15 — “Conditions of the Offer,” we will accept for payment and pay for all Shares validly tendered (and not properly withdrawn) pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than two business days after the Expiration Time (the date and time Purchaser irrevocably accepts for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to the Offer, the “Acceptance Time”). Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”), an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration Time. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. ​ Subject to the terms of the Offer and the Merger Agreement and subject to the satisfaction or waiver of all of the conditions to the Offer Conditions set forth in Section 15 — “Conditions of the Offer,” we will accept for payment and 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 scheduled Expiration Time and, in any event, not more than two business days after the Expiration Time (the date and time Purchaser irrevocably accepts for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to Date. If we commence a Subsequent Offering Period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such Subsequent Offering Period, subject to and in compliance with the “Acceptance Time”)requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay acceptance for payment of Shares or delay payment for any Share regardless of whether such Shares were theretofore accepted for payment in order to comply in whole or in part with any applicable law law, including, without limitation, the HSR Act and any other applicable laws regulating antitrust, competition or regulationmerger control laws, if applicable. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a the “Book-Entry ConfirmationTransfer Facility”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii(ii) the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”)transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) Transmittal and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration TimeTransmittal. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. ​ Subject to the terms of the Offer and the Merger Agreement and subject to the satisfaction or waiver of all of the conditions to the Offer Conditions set forth in Section 15 — “15—“Certain Conditions of the Offer,” we will accept for payment and promptly pay for all Shares validly tendered (and not properly withdrawn) withdrawn pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than two business days on or after the Expiration Time (the date and time Purchaser irrevocably accepts for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to the Offer, the “Acceptance Time”)Date. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law law, including, without limitation, the HSR Act and any other applicable foreign antitrust, competition or regulationmerger control laws. See Section 16 — “Certain 16—“Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, (A) the certificates evidencing such Shares (the “Share Certificates”) or (B) confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — “Procedures 3—“Procedures for Accepting the Offer and Tendering Shares,” ​(ii(provided that if such Shares are direct registration Shares (“DRS Shares”), neither (A) nor (B) will be required, as provided in the Letter of Transmittal), (ii) the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”)transfer, an Agent’s Message (as defined described below) in lieu of the Letter of Transmittal) Transmittal and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration TimeTransmittal. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. ​ Subject to the terms of the Offer and the Merger Agreement and subject to the satisfaction or waiver of all of the conditions to the Offer Conditions set forth in Section 15 — “Certain Conditions of the Offer,” we will accept for payment and promptly pay for all Shares validly tendered (and not properly withdrawn) withdrawn pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than two business days on or after the Expiration Time (the date and time Purchaser irrevocably accepts for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to and in compliance with the “Acceptance Time”)requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law law, including, without limitation, the HSR Act and any other applicable foreign antitrust, competition or regulationmerger control laws. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii(ii) the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”)transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) Transmittal and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration TimeTransmittal. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. ​ Subject to the terms of the Offer and the Merger Agreement and subject to the satisfaction or waiver of all of the conditions to the Offer Conditions set forth in Section 15 — “Certain Conditions of the Offer,” we will accept for payment and promptly pay for all Shares validly tendered (and not properly withdrawn) withdrawn pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than two business days on or after the Expiration Time (the date and time Purchaser irrevocably accepts for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to and in compliance with the “Acceptance Time”)requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law law, including, without limitation, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition or regulationmerger control laws. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) to except in the extent case of Shares held in a book-entry/direct registration account maintained by Tasty Baking’s transfer agent (a “DRS Account”) (and not through a financial institution that is a participant in the Shares are not already held with the Depositarysystem of The Depository Trust Company (“DTC”)), the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3 — 4 Table of Contents “Procedures for Accepting the Offer and Tendering Shares,” ​(ii(ii) the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”)transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) Transmittal and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration TimeTransmittal. Accordingly, tendering stockholders shareholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. ​ Subject Upon the terms and subject to the terms conditions of the Offer (including if Purchaser extends or amends the Offer, the terms and conditions of the Offer as so extended or amended) and the Merger Agreement applicable regulations of the SEC, Purchaser will purchase, by accepting for payment, and subject will pay for, all Shares validly tendered and not properly withdrawn (as permitted by Section 4 — “Withdrawal Rights”) on or prior to the Expiration Date, promptly after the Expiration Date and following the satisfaction or waiver of all of the conditions to the Offer Conditions set forth in Section 15 14 — “Conditions of the Offer,.” we If Purchaser elects to effect a subsequent offering period, Purchaser will immediately accept for payment and promptly pay for all Shares validly as they are tendered (during the subsequent offering period. For information with respect to approvals that Getinge and not properly withdrawn) pursuant Purchaser must obtain prior to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than two business days after the Expiration Time (the date and time Purchaser irrevocably accepts for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to completion of the Offer, the “Acceptance Time”). Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) including under the Exchange ActHSR Act and other laws and regulations, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. See see Section 16 15 — “Certain Legal Matters; Required Regulatory Approvals.” In all cases, we Purchaser will pay for Shares validly tendered and accepted for payment pursuant to purchased in the Offer only after timely receipt by the Depositary of (ia) to the extent certificates representing the Shares are not already held with the Depositary, the certificates evidencing such Shares (the “Share Certificates”) or timely confirmation of a the book-entry transfer of such the Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a the “Book-Entry ConfirmationTransfer Facility”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii”; (b) the appropriate Letter of TransmittalTransmittal (or a facsimile), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”), an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) connection with a book-entry transfer); and (iiic) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration TimeTransmittal. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter 4 Table of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.Contents

Acceptance for Payment and Payment for Shares. ​ Subject to Upon the terms of the Offer and the Merger Agreement 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), Purchaser will accept for TABLE OF CONTENTS​ payment, and will pay for, all Shares validly tendered and not properly withdrawn prior to the Expiration Date promptly after the later of (a) the Expiration Date and (b) the satisfaction or waiver of all of the Offer Conditions set forth in Section 15 13 — “Conditions of the Offer,.” If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares validly as they are tendered (during such subsequent offering period, subject to and not properly withdrawn) pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than two business days after the Expiration Time (the date and time Purchaser irrevocably accepts for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to the Offer, the “Acceptance Time”). Subject to compliance with Rule 14e-1(c) and the requirements of Rule 14d-11(e) under the Exchange Act, as applicable, and with . In the Merger Agreement, we expressly reserve have agreed not to commence any “subsequent offering period” after the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulationexpiration of the Offer if the Merger can be effected under Section 251(h) of the DGCL. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay payment for any Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ia) to certificates representing such Shares, an indication in the extent Letter of Transmittal of the Shares are not already held with the Depositary, the certificates evidencing such tender of Direct Registration Book-Entry Shares (the “Share Certificates”as defined in Section 3 below) or confirmation of a the book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii(b) the a Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”)transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal) ), and (iiic) any other documents required by the Letter of Transmittal or Transmittal. See Section 3 — “Procedures for Tendering Shares.” For purposes of the DepositaryOffer, in each case Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn prior to the Expiration TimeDate if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. AccordinglyPayment 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 stockholders may for purposes of receiving payments from 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 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 different times depending upon when DTC pursuant to the Share Certificates and Letter procedures set forth in 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 TransmittalShares pursuant to the Offer, or Book-Entry Confirmations and Agent’s Message, in each case, with respect such increased consideration will be paid to holders of all Shares that are actually received by purchased pursuant to the DepositaryOffer, whether or not such Shares were tendered prior to such increase in consideration.

Acceptance for Payment and Payment for Shares. ​ Subject to the terms of the Offer and the Merger Agreement and subject to the satisfaction or waiver of all of the Offer Conditions set forth in Section 15 — “Conditions of the Offer,” we will accept for payment and pay for all Shares validly tendered (and not properly withdrawn) withdrawn pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than two three business days after the Expiration Time (the date and time Purchaser irrevocably accepts of acceptance for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to the Offerpayment, the “Acceptance Time”). Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii(ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”), an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration Time. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. ​ Subject to the terms of the Offer and the Merger Agreement and subject to the satisfaction or waiver of all of the Offer Conditions set forth in Section 15 — – “Conditions of the Offer,” we will accept for payment and pay for all Shares validly tendered (and not properly withdrawn) validly withdrawn pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, promptly. If we commence a subsequent offering period in any event, not more than two business days after the Expiration Time (the date and time Purchaser irrevocably accepts for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares as they are tendered during such subsequent offering period, subject to and in compliance with the “Acceptance Time”)requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. See Section 16 — – “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay for Shares validly tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — – “Procedures for Accepting the Offer and Tendering Shares,” ​(iiand (ii) the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (any other documents required by the Letter of Transmittal or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”)transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) Transmittal and (iii) any such other documents required by the Letter of Transmittal or the Depositary, in each case prior to the Expiration Timedocuments. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.

Acceptance for Payment and Payment for Shares. ​ Subject Upon the terms and subject to the terms conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment, and will pay for, all Shares validly tendered prior to the Merger Agreement Expiration Date and subject not properly withdrawn promptly after the latest to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of all of the conditions to the Offer Conditions set forth in Section 15 — “Conditions 14. Notwithstanding the immediately preceding sentence and subject to applicable rules of the Offer,” we will accept for payment Commission and pay for all Shares validly tendered (and not properly withdrawn) pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than two business days after the Expiration Time (the date and time Purchaser irrevocably accepts for purchase all the Shares validly tendered (and not validly withdrawn) pursuant to the Offer, the “Acceptance Time”). Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with terms of the Merger Agreement, we Purchaser expressly reserve reserves the right to delay acceptance for payment for of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15 or in order to comply in whole or in part with any other applicable law or regulationlaw. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” 5 In all cases, we will pay payment for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, the certificates evidencing such Shares (the “"Share Certificates”") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares into the Depositary’s 's account at The Depository Depositary Trust Company (“DTC”) (such a confirmation, a “the "Book-Entry Confirmation”Transfer Facility") pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii3, (ii) the Letter of TransmittalTransmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (or, as defined in the case of Section 3) in connection with a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”)transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) and (iii) any other documents required by under the Letter of Transmittal Transmittal. On January 21, 1999, Parent filed, and on January 22, 1999, the Company filed, with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") a Premerger Notification and Report Form under the HSR Act with respect to the Offer. It is anticipated that the waiting period under the HSR Act applicable to the Offer will expire at 11:59 p.m., New York City time, on February 4, 1999. If Purchaser acquires 50% or more of the Shares then outstanding in the Offer, no separate waiting period will apply to the subsequent purchase of Shares pursuant to the Stock Option Agreement. Prior to the expiration or termination of any such waiting period, the FTC or the Antitrust Division may extend any such waiting period by requesting additional information from Parent or the Company with respect to the Offer or the Stock Option Agreement. If such a request is made with respect to the purchase of Shares in the Offer, the waiting period will expire at 11:59 p.m., New York City time, on the tenth calendar day after substantial compliance by Parent or the Company with such a request. Thereafter, the FTC or Antitrust Division must obtain a court order to prevent Purchaser from consummating the acquisition of Shares pursuant to the Offer. The waiting period under the HSR Act may be terminated prior to its expiration by the FTC and the Antitrust Division. Parent and the Company have requested early termination of the waiting period, although there can be no assurance that this request will be granted. See Section 15 for additional information regarding the HSR Act. For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn, if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. 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 purchase price therefor with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payments from Purchaser and transmitting such payments to 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 delay in each making such payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering shareholders, Purchaser's obligation to make such payment shall be satisfied, and tendering shareholders 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. 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, subject to compliance with the applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, such Shares may not be withdrawn, except to the extent that the tendering shareholders are entitled to withdrawal rights as described in Section 4. If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered or accepted for purchase as provided in this Section 2, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering shareholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedure set forth in Section 3, such Shares will be credited to an account maintained at the Book- Entry Transfer Facility), as promptly as practicable following the expiration or termination of the Offer. If, prior to the Expiration Time. AccordinglyDate, tendering stockholders may Purchaser increases the price being paid for Shares accepted for payment pursuant to the Offer, such increased consideration will be paid at different times depending upon when to all shareholders whose Shares are purchased pursuant to the Share Certificates and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositary.Offer. 6

Acceptance for Payment and Payment for Shares. ​ Subject Upon the terms and subject to the terms conditions of the Offer and Offer, the Merger Agreement and subject to the satisfaction or waiver of all of applicable law (including, if the Offer Conditions set forth in Section 15 — “Conditions is extended or amended, the terms and conditions of any such extension or amendment), the Offer,” we Purchaser will accept purchase, by accepting for payment payment, and will pay for for, all Shares validly tendered prior to the Expiration Date (and not properly withdrawnwithdrawn in accordance with Section 4--"Withdrawal Rights") pursuant to the Offer as promptly as practicable after the scheduled Expiration Time and, in any event, not more than two business days after later to occur of (i) the Expiration Time Date and (ii) the date and time Purchaser irrevocably accepts for purchase all satisfaction or waiver of the Shares validly tendered (and not validly withdrawn) pursuant to conditions set forth in Section 14--"Conditions of the Offer, the “Acceptance Time”)". Subject to compliance with Rule 14e-1(c) applicable rules of the Commission and Rule 14d-11(e) under the Exchange Act, as applicable, and with terms of the Merger Agreement, we the Purchaser expressly reserve reserves the right right, in its sole discretion, to delay acceptance for payment for of, or payment for, Shares in order to comply comply, in whole or in part part, with any applicable law or regulationsatisfaction or waiver of the Minimum Condition. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, we will pay payment for Shares validly tendered and accepted for payment purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (ii)(A) to the extent the Shares are not already held with the Depositary, the certificates evidencing such Shares (the “Share "Certificates”") or (B) timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such Shares into the Depositary’s 's account at The Depository Trust Company DTC (“DTC”) (such a confirmation, a “the "Book-Entry Confirmation”) Transfer Facility"), in each case pursuant to the procedures set forth in Section 3 — “Procedures 3--"Procedures for Accepting the Offer and Tendering Shares,” ​(ii", (ii) the Letter of TransmittalTransmittal (or a copy thereof), properly completed and duly executed, executed with any required signature guarantees guarantees, or an Agent's Message (or, as hereinafter defined) in the case of connection with a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”), an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) and (iii) any other documents required by to be included with the Letter of Transmittal or under the Depositary, in each case prior terms and subject to the Expiration Time. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates conditions thereof and Letter of Transmittal, or Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Depositarythis Offer to Purchase.