ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the Offer, we will accept for payment and pay for all Shares validly tendered prior to the Expiration Date and not withdrawn as soon as practicable after the later of the Expiration Date and satisfaction of all conditions to the Offer set forth in “The Offer — Conditions of the Offer” relating to governmental or regulatory approval. In addition, we reserve the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay the acceptance for payment or payment for Shares in order to comply in whole or in part with any applicable law. For a description of our right to terminate the Offer and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Terms of the Offer; Expiration Date.” For purposes of the Offer, we shall be deemed to have accepted for payment tendered Shares when, as and if we give oral or written notice of our acceptance to the Depositary. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or of a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer — Procedure for Tendering Shares”)), a properly completed and duly executed Letter of Transmittal and any other required documents. 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 a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer — Procedure for Tendering Shares.” We reserve the right to transfer or assign, in whole or from time to time in part, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment. If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates...
ACCEPTANCE FOR PAYMENT AND PAYMENT. Procedures for Accepting the Offer and Tendering Shares.................................................. 11 4.
ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of the Offer as so extended or amended), Purchaser will purchase, by accepting for payment, and will pay for, all Shares validly tendered and not withdrawn (as permitted by Section 4) prior to the Expiration Date promptly after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions to the Offer set forth in Section 11. In addition, subject to applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory or governmental approvals specified in Section 12. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in 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, and (iii) any other documents required by the Letter of Transmittal.
ACCEPTANCE FOR PAYMENT AND PAYMENT. 11 5. Certain U.S. Federal Income Tax Consequences....
ACCEPTANCE FOR PAYMENT AND PAYMENT. On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of the Offer, as so extended or amended), LCC will buy, by accepting for payment, and will pay for, all Shares validly tendered and not withdrawn (as set forth under "THE TENDER OFFER - WITHDRAWAL RIGHTS") on or before the Expiration Date (but not more than 1,500,000 Shares) promptly after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of conditions to the Offer set forth in "THE TENDER OFFER - CERTAIN CONDITIONS TO THE OFFER." In addition, subject to applicable rules of the SEC, LCC expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory or governmental approvals of the nature specified in "THE TENDER OFFER - CERTAIN CONDITIONS TO THE OFFER." In all cases, payment for Shares bought pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing such Shares or timely confirmation (a "Book Entry Confirmation") of the book entry transfer of such Shares into the Depositary's account at The Depository Trust Company (the "Book Entry Transfer Facility"), pursuant to the procedures set forth in "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES", (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 and (iii) all other documents required by the Letter of Transmittal.
ACCEPTANCE FOR PAYMENT AND PAYMENT. On the terms and subject to the conditions of the Offer and this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, irrevocably accept for payment, and pay for, all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in compliance with Rule 14e-1(c) promulgated under the Exchange Act but in any event no later than 9 a.m. New York time on the third Business Day following the applicable expiration date of the Offer (as it may be extended in accordance with Section 2.1(d)). At or prior to such time, the Merger Consideration payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid to the holder thereof, subject to reduction for any Taxes required by Law to be withheld or deducted. The irrevocable acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”.
ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the conditions of the Offer (including, if the Company extends or amends the Offer, the terms and conditions of the Offer as so extended or amended), the Company will purchase, by accepting for payment, and will pay for, all Shares validly tendered and not withdrawn (as permitted under "THE OFFER - 4. Withdrawal Rights") prior to the Expiration Date promptly after the Expiration Date if all of the conditions to the Offer set forth in "THE OFFER - 9. Conditions to the Offer" have been satisfied or waived on or prior to the Expiration Date.
ACCEPTANCE FOR PAYMENT AND PAYMENT. 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), Purchaser will accept for payment and pay for all Shares validly tendered and not properly withdrawn by the Expiration Date as soon as practicable after the 32 35 later of (a) the Expiration Date and (b) the satisfaction or waiver of the conditions described in "--Section 12.
ACCEPTANCE FOR PAYMENT AND PAYMENT. Merger Sub shall have accepted for payment and paid for shares of Company Common Stock tendered pursuant to the Offer, provided that this condition will be deemed satisfied if (i) Merger Sub fails to accept for payment and pay for Company Common Stock pursuant to the Offer in violation of the terms thereof or 49 -45-
ACCEPTANCE FOR PAYMENT AND PAYMENT. 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 accept for payment and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn in accordance with Section 3 promptly after the Expiration Date. Any determination concerning the satisfaction of such terms and conditions will be within the sole discretion of the Purchaser, and such determination will be final and binding on all tendering shareholders. See Sections 1 and 14. The Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for payment of or payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act and applicable Gaming Laws (as defined herein). Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer). Parent filed a Notification and Report Form with respect to the Offer under the HSR Act on December 21, 1994. The waiting period under the HSR Act with respect to the Offer will expire at 11:59 p.m., New York City time, on the 15th day after the date such form was filed, unless early termination of the waiting period is granted. In addition, the Antitrust Division of the Department of Justice (the "Antitrust Division") or the Federal Trade Commission (the "FTC") may extend the waiting period by requesting additional information or documentary material from Parent. If such a request is made, such waiting period will expire at 11:59 p.m., New York City time, on the 10th day after substantial compliance by Parent with such request. See Section 15 hereof for additional information concerning the HSR Act and the applicability of the antitrust laws to the Offer. Regulations of the Nevada Gaming Commission (the "Nevada Commission") provide that control of a publicly traded corporation registered or licensed to directly or indirectly own or operate casino gaming facilities in Nevada, cannot be acquired without the prior approval of the Nevada Commission. Parent and Purchaser have filed their applications for the necessary approvals of the Nevada State Gaming Control Board (the "Nevada Board") and the Nevada Commission, and, assuming favorable recommendations from the Nevada B...
