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 such extension or amendment), the Purchaser will purchase by accepting for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn (including Shares validly tendered and not withdrawn during any extension of the Offer, if the Offer is extended, subject to the terms and conditions of such extension), promptly after the Expiration Date. In addition, subject to complying with Rule 14e-1 under the Exchange Act, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable law. 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 evidencing Shares ("Share Certificates") or timely confirmation of a book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "--Procedures For Accepting The Offer And Tendering Shares"; - the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer; and - any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times.

Acceptance for Payment and Payment for Shares. Upon ​ Subject to the terms and subject to the conditions of the Offer and the Merger Agreement, and to the satisfaction or waiver (including, if to the extent permitted under the Merger Agreement) by Purchaser of the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will purchase by accepting for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn (including Shares validly tendered and not withdrawn during any extension Conditions set forth in Section 15 — “Conditions of the Offer” as of any scheduled Expiration Date, if the Offer is extended, subject to the terms and conditions of such extension)Purchaser will, promptly after the Expiration Date, accept for purchase and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer, as promptly as practicable (and in any event within two (2) business days) after the Offer Acceptance Time. In addition, subject Subject to complying compliance with Rule 14e-1 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Purchaser Merger Agreement, we expressly reserves reserve the right, in its sole discretion, right to delay the acceptance payment for payment of, or payment for, Shares in order to comply, comply in whole or in part, part with any applicable lawlaw or regulation. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - of (i) the certificates evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company (the "“DTC”) (such a confirmation, a “Book-Entry Transfer Facility"Confirmation”) pursuant to the procedures set forth in "--Procedures For Section 3 — “Procedures for Accepting The the Offer And and Tendering Shares"; - ,” ​(ii) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's Message guarantees and (as defined belowiii) in connection with a book-entry transfer; and - any other documents required by the Letter of Transmittal. AccordinglyTransmittal or, payment may be made to tendering stockholders at different times if delivery in the case of a book-entry transfer, an Agent’s Message (as described below) in lieu of the Shares Letter of Transmittal and such other required documents occurs at different timesdocuments.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if Purchaser extends or amends the Offer is extended or amendedOffer, the terms and conditions of any such extension the Offer as so extended or amendment)amended) and the applicable regulations of the Commission, the Purchaser will purchase purchase, by accepting for payment, and will pay for, all Shares validly tendered and not withdrawn (as permitted by Section 4 — “Withdrawal Rights”) prior to the Expiration Date and not properly withdrawn (including Shares validly tendered and not withdrawn during any extension of the Offer, if the Offer is extended, subject to the terms and conditions of such extension)Date, promptly after the Expiration DateDate following the satisfaction or waiver of the conditions to the Offer set forth in Section 14 — “Conditions of the Offer.” For information with respect to approvals that ▇.▇. In addition▇▇▇▇▇▇ and Purchaser are required to obtain prior to the completion of the Offer, subject to complying with Rule 14e-1 including under the Exchange ActHSR Act and other laws and regulations, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable law. see Section 15 — “Legal Matters; Required Regulatory Approvals.” 4 Table of Contents In all cases, payment Purchaser will pay for Shares tendered and accepted for payment pursuant to purchased in the Offer will be made only after timely receipt by the Depositary of: - of (a) certificates evidencing representing the Shares ("“Share Certificates"”) or timely confirmation (a “Book-Entry Confirmation”) of a the book-entry transfer of such the Shares ("Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company (the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in "--Procedures For Section 3 — “Procedures for Accepting The the Offer And and Tendering Shares"”; - (b) the appropriate Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed, with any required signature guarantees, guarantees or an Agent's ’s Message (as defined below) in connection with a book-entry transfer; and - (c) any other documents required by that the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different timesTransmittal requires.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or waiver of the Offer is extended or amended, Conditions set forth in Section 15 – “Conditions of the terms Offer,” we will accept for payment and conditions of any such extension or amendment), the Purchaser will purchase by accepting pay for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn (including Shares validly tendered and not validly withdrawn during any extension of the Offer, if pursuant to the Offer is extended, subject promptly. Subject to the terms and conditions of such extension), promptly after the Expiration Date. In addition, subject to complying compliance with Rule 14e-1 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, we expressly reserve the Purchaser expressly reserves the right, in its sole discretion, right to delay the acceptance payment for payment of, or payment for, Shares in order to comply, comply in whole or in part, part with any applicable law. See Section 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - of (i) the certificates evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company (the "“DTC”) (such a confirmation, a “Book-Entry Transfer Facility"Confirmation”) pursuant to the procedures set forth in "--Procedures For Section 3 – “Procedures for Accepting The the Offer And and Tendering Shares"; - ,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message guarantees and (as defined belowiii) in connection with a book-entry transfer; and - any other documents required by the Letter of TransmittalTransmittal or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and such other documents. Accordingly, payment tendering stockholders may be made to tendering stockholders paid at different times if delivery 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 are actually received by the Shares and other required documents occurs at different timesDepositary.

Acceptance for Payment and Payment for Shares. Upon the terms and The obligation of Purchaser to accept for payment Shares tendered shall be subject to the conditions satisfaction of the Offer (including, if the Offer is extended or amended, the terms Conditions. Purchaser covenants and conditions of any such extension or amendment), the Purchaser will purchase by accepting for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn (including Shares validly tendered and not withdrawn during any extension of the Offer, if the Offer is extendedagrees that, subject to the terms and conditions of such extension)the Merger Agreement, including the Offer Conditions, it will accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as promptly after the Expiration Dateas reasonably practicable. In addition, subject to complying the applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares pending receipt of any other regulatory approvals specified in Section 16. Any such delays will be effected in compliance with Rule 14e-1 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the Purchaser expressly reserves the rightHSR Act, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable lawsee Section 16. 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: - of (i) certificates evidencing representing such Shares ("Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's account at The the Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "--Procedures For Accepting The Offer And Tendering Shares"; - Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer; transfer and - (iii) any other documents required by the Letter of Transmittal. Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or waiver of the Offer is extended or amended, Conditions set forth in Section 15 — "Conditions of the terms Offer," we will accept for payment and conditions of any such extension or amendment), the Purchaser will purchase by accepting promptly pay for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn (including Shares validly tendered and not validly withdrawn during any extension of pursuant to the Offer, if the Offer is extended, subject . Subject to the terms and conditions of such extension), promptly after the Expiration Date. In addition, subject to complying compliance with Rule 14e-1 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, we expressly reserve the Purchaser expressly reserves the right, in its sole discretion, right to delay the acceptance payment for payment of, or payment for, Shares in order to comply, comply in whole or in part, part with any applicable lawlaw or regulation. See Section 16 — "Certain Legal Matters; Regulatory Approvals." In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - of (i) the certificates evidencing such Shares (the "Share Certificates") or timely confirmation of a book-entry transfer of such Shares ("Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company (the "DTC") (such a confirmation, a "Book-Entry Transfer FacilityConfirmation") pursuant to the procedures set forth in Section 3 — "--Procedures For Accepting The Offer And Procedures for Tendering Shares"; - ," (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees and (iii) any other documents required by the Letter of Transmittal or, or in the case of a book-entry transfer, an Agent's Message (as defined below) in connection with a book-entry transfer; and - any other documents required by lieu of the Letter of TransmittalTransmittal and such other documents. Accordingly, payment tendering stockholders may be made to tendering stockholders paid at different times if delivery 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 are actually received by the Shares and other required documents occurs at different timesDepositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms Offer,” we will accept for payment and conditions of any such extension or amendment), the Purchaser will purchase by accepting pay for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn (including Shares validly tendered and not withdrawn during any extension of the Offer, if pursuant to the Offer is extended, subject to the terms and conditions of such extension), promptly on or after the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and pay as soon as possible for all additional Shares tendered during such subsequent offering period, subject to complying and in compliance with the requirements of Rule 14e-1 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the 4 Table of Contents Exchange Act, we expressly reserve the Purchaser expressly reserves the right, in its sole discretion, right to delay the acceptance payment for payment of, or payment for, Shares in order to comply, comply in whole or in part, part with any applicable law, including, without limitation, the HSR Act and any applicable foreign antitrust, competition or merger control laws. See Section 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: - of (i) the certificates evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares ("a “Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company (the "“Book-Entry Transfer Facility"”) pursuant to the procedures set forth in "--Procedures For Section 3 — “Procedures for Accepting The the Offer And and Tendering Shares"; - ,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal and - (iii) any other documents required by the Letter of Transmittal. Accordingly, payment tendering stockholders may be made to tendering stockholders paid at different times if delivery of depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Shares and other required documents occurs at different timesDepositary.