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 extension or amendment), Purchaser will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to any Expiration Date as soon as practicable after such Expiration Date. In addition, Purchaser reserves the right, in its sole discretion and subject to applicable law, to delay acceptance for payment of or payment for Shares in order to comply, in whole or in part, with any applicable law, government regulation or any other condition contained herein. Any such delays will be accomplished in compliance with Rule 14e-1(c) under the Exchange Act (relating to bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of bidder's offer). See Sections 13 and 15. For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit by Purchaser of the purchase price to be paid by it with the Depositary, which Depositary will act as agent for the tendering shareholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering shareholders. See Instruction 11 of the Letter of Transmittal. Under no circumstances will interest be paid by Purchaser on the consideration paid for the Shares pursuant to the Offer, regardless of any delay in making payment. Purchaser shall pay all stock transfer taxes, if any, payable on the transfer of Shares purchased by it pursuant to the Offer, except as set forth in Instruction 7 of the Letter of Transmittal. 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 a certificate(s) for such Shares or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at a Book-Entry Transfer Facility (as defined in Section 3), a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in Section 3) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 3. If any tendered Shares are not accepted for payment for any reason or if certificate(s) are submitted for more Shares than are tendered, certificates evidencing unpurchased or untendered 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 a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. If Purchaser increases the consideration offered to shareholders pursuant to the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased pursuant to the Offer, whether or not such Shares were tendered or accepted for payment prior to such increase in consideration. Purchaser reserves the right to assign, in whole or from time to time in part, to Parent or another direct or indirect subsidiary of Parent, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such assignment will not relieve Purchaser of its obligations under the Offer nor will any such assignment prejudice in any way the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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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 extension or amendment), Purchaser we will accept for payment and will pay for all Shares validly tendered and not properly withdrawn on or prior to any the Expiration Date as soon as practicable promptly after such the Expiration Date. In additionIf we decide to provide a Subsequent Offering Period, Purchaser reserves we will immediately accept and promptly pay for Shares as they are tendered during the Subsequent Offering Period. Notwithstanding the foregoing, subject to the terms and conditions of the Merger Agreement and any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, we reserve the right, in its our sole discretion and subject to applicable law, to delay the acceptance for payment of or payment for Shares in order until satisfaction of all conditions to comply, in whole or in part, with any applicable law, government regulation or any other condition contained herein. Any such delays will be accomplished in compliance with Rule 14e-1(c) under the Exchange Act (Offer relating to bidder's obligation governmental or regulatory approvals specified in Section 16 — “Certain Legal Matters; Regulatory Approvals.” For information with respect to pay for approvals that we are or return tendered securities promptly after may be required to obtain prior to the termination or withdrawal of bidder's offer). See Sections 13 and 15. For purposes completion of the Offer, Purchaser including under the HSR Act (as defined below), see Section 16 — “Certain Legal Matters; Regulatory Approvals.” 14 Table of Contents We will be deemed to have accepted for payment and thereby purchased tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Payment pay for Shares accepted for payment pursuant to the Offer will be made by deposit by Purchaser of depositing the purchase price to be paid by it with the Depositary, which Depositary will act as your agent for the tendering shareholders for the purpose of receiving payments from Purchaser us and transmitting such payments to you. Upon the deposit of such funds with the Depositary, Purchaser’s obligation to make such payment shall be satisfied, and tendering shareholders. See Instruction 11 stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the Letter acceptance for payment of Transmittal. Under no circumstances will interest be paid by Purchaser on the consideration paid for the Shares pursuant to the Offer. Notwithstanding the foregoing, regardless of any delay in making payment. Purchaser shall pay all stock transfer taxesfrom and after the Effective Time, if any, payable on the transfer holders of Shares purchased by it who did not tender in the Offer will have the right to receive the Merger Consideration pursuant to the Offer, except as set forth in Instruction 7 terms and conditions of the Letter of TransmittalMerger Agreement. In all casescases (including during any Subsequent Offering Period), payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of a certificate(s) for such Shares or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at a Book-Entry Transfer Facility (as defined in Section 3), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in Section 3) guarantees in connection with a book-entry delivery of Shares, transfer and any other documents required by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see Section 33 — “Procedure for Accepting the Offer and Tendering Shares.” 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 purposes of the Offer, we will be deemed to have accepted for payment Shares validly tendered and not withdrawn when, as and if we give oral or written notice of our acceptance to the Depositary. Payment of the Offer Price with respect to Shares which are reflected on the Company’s books and records as being pledged to the Company’s credit union (or other secured party) will be made directly to the credit union (or other secured party). Such payment may result in a payment to the credit union (or other secured party) greater than the amount of the underlying obligation that is secured by the pledge. A holder of Shares will have to look to the credit union (or other secured party) for the repayment of any amounts in excess of the underlying obligation. Purchaser will not be responsible for any such overpayment. Payment to the Company’s credit union (or other secured party) will discharge the obligation of Purchaser to pay for such Shares. If we do not accept for payment any tendered Shares are not accepted for payment pursuant to the Offer for any reason or if certificate(s) are submitted for more Shares than are tenderedreason, certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering shareholder (oryou, in the case of we will transfer such Shares tendered by book-entry transfer into the Depositary's ’s account at a the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such 3 — “Procedure for Accepting the Offer and Tendering Shares,” and the Shares will be credited to an account maintained at such the Book-Entry Transfer Facility) as , promptly as practicable following the expiration, termination or withdrawal of the Offer. If Purchaser increases the consideration offered to shareholders pursuant to the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased pursuant to the Offer, whether or not such Shares were tendered or accepted for payment prior to such increase in consideration. Purchaser reserves the right to assign, in whole or from time to time in part, to Parent or another direct or indirect subsidiary of Parent, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such assignment will not relieve Purchaser of its obligations under the Offer nor will any such assignment prejudice in any way the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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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), Purchaser we will accept for payment payment, and will pay for all for, Shares validly tendered and not properly withdrawn on or prior to any Expiration Date as soon as practicable after such the Expiration Date. In addition, Purchaser reserves we expressly reserve the right, in its sole discretion and subject to applicable lawrules of the Commission, to delay acceptance for payment of of, or payment for for, Shares in order to comply, in whole or in part, with any applicable law, government regulation or any other condition contained herein. Any such delays will be accomplished in compliance with Rule 14e-1(c) under the Exchange Act (relating to bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of bidder's offer). See Sections 13 1 and 15. For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit by Purchaser of the purchase price to be paid by it with the Depositary, which Depositary will act as agent for the tendering shareholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering shareholders. See Instruction 11 of the Letter of Transmittal. Under no circumstances will interest be paid by Purchaser on the consideration paid for the Shares pursuant to the Offer, regardless of any delay in making payment. Purchaser shall pay all stock transfer taxes, if any, payable on the transfer of Shares purchased by it pursuant to the Offer, except as set forth in Instruction 7 of the Letter of Transmittal13. 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 a certificate(s(a) certificates for such Shares or a timely confirmation of a the book-entry transfer of such Shares into the Depositary's account at a BookThe Depository Trust Company (the "BOOK-Entry Transfer Facility (as defined ENTRY TRANSFER FACILITY") pursuant to the procedures set forth in Section 3), (b) a Letter of Transmittal (or a facsimile thereof), ) properly completed and duly executed, executed with any required signature guaranteesguarantees (or, or in the case of a book-entry transfer, an Agent's Message (as defined in Section 33 below) in connection with a book-entry delivery lieu of Shares, the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. See Section 3. For a description purposes of the procedure Offer, we will be deemed to have accepted for tendering payment Shares validly tendered and not properly withdrawn if and when we give oral or written notice to the Depositary of our 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 purchase price therefor with the Depositary, see Section 3which will act as agent for the tendering stockholders for purposes of receiving payments from us and transmitting such payments to the tendering stockholders. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Our reservation of the right to delay the acceptance or purchase of or payment for Shares is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or to return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Offer. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason reason, or if certificate(s) certificates are submitted for more Shares than are tendered, certificates evidencing for such unpurchased or untendered Shares will be returned returned, without expense to the tendering shareholder stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained at such with the Book-Entry Transfer Facility) ), as promptly soon as practicable following the expiration, expiration or termination or withdrawal of the Offer. If Purchaser increases the consideration offered to shareholders pursuant to the OfferIF, such increased consideration will be paid to all shareholders whose Shares are purchased pursuant to the OfferPRIOR TO THE EXPIRATION DATE, whether or not such Shares were tendered or accepted for payment prior to such increase in considerationWE INCREASE THE CONSIDERATION OFFERED TO HOLDERS OF SHARES PURSUANT TO THE OFFER, WE WILL PAY SUCH INCREASED CONSIDERATION TO ALL HOLDERS OF SHARES THAT ARE PURCHASED PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH INCREASE IN CONSIDERATION. Purchaser reserves We reserve the right to transfer or assign, in whole or in part, from time to time in parttime, to Parent one or another more direct or indirect subsidiary subsidiaries of Parent, Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser us of its our obligations under the Offer nor and will any such assignment in no way prejudice in any way the rights of tendering shareholders stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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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 extension or amendment), Purchaser will accept for payment and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn on or prior to any Expiration Date withdrawn, as soon as practicable after such the Expiration Date. In addition, Purchaser expressly reserves the right, in its sole discretion and subject to applicable law, right to delay acceptance for payment of of, or payment for for, Shares in order to comply, comply in whole or in part, part with any applicable law, government regulation or any other condition contained herein. Any such delays will be accomplished in compliance with Rule 14e-1(c) under the Exchange Act (relating If Purchaser desires to bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of bidder's offer). See Sections 13 and 15. For purposes of the Offer, Purchaser will be deemed to have accepted for delay payment and thereby purchased tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will Offer, and such delay would otherwise be made by deposit by Purchaser in contravention of Rule 14e-1(c) of the purchase price to be paid by it with the DepositaryExchange Act, which Depositary Purchaser will act as agent for the tendering shareholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering shareholders. See Instruction 11 of the Letter of Transmittal. Under no circumstances will interest be paid by Purchaser on the consideration paid for the Shares pursuant to extend the Offer, regardless of any delay in making payment. Purchaser shall pay all stock transfer taxes, if any, payable on the transfer of Shares purchased by it pursuant to the Offer, except as set forth in Instruction 7 of the Letter of TransmittalSee
Section 1. 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 a certificate(s(i) for certificates representing such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at a Book-Entry Transfer Facility (DTC, as defined described in Section 32), (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, ) with any required signature guaranteesguarantees (or, or an Agent's Message (as defined in Section 3) in connection with a book-entry delivery of Sharestransfer, an Agent's Message), and (iii) any other documents required by the Letter of Transmittal. For a description purposes of the procedure Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares tendered prior to the Expiration Date when, as and if Purchaser gives oral or written notice to the Depositary, as agent for the tendering stockholders, of Purchaser's acceptance for payment of such Shares. Payment for Shares so accepted for payment will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving such payment from Purchaser and transmitting such payment to tendering stockholders. 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, see then, without prejudice to Purchaser's rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act, which requires that Purchaser pay the Offer Price or return the tendered Shares promptly after any termination or withdrawal of the Offer), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that the tendering stockholders are entitled to withdrawal rights as described in Section 3. Under no circumstances will interest be paid on the purchase price by reason of any delay in making such payments.
Section 1. The procedures for tendering Shares and guaranteed delivery set forth in Section 2 will apply during any Subsequent Offering Period. If any tendered Shares are not accepted for payment for any reason or if certificate(s) are submitted for more Shares than are tenderedand paid for, certificates evidencing unpurchased or untendered representing such Shares will be returned without expense to the tendering shareholder (or, in the case of Shares tendered delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in with DTC as permitted by Section 32, such Shares will be credited to an account maintained at such Book-Entry Transfer Facilitywith DTC) without expense to the tendering stockholder as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If If, prior to the Expiration Date, Purchaser increases the consideration offered to shareholders be paid for Shares pursuant to the Offer, Purchaser will pay such increased consideration will be for all Shares accepted for payment or paid to all shareholders whose Shares are purchased for pursuant to the Offer, whether or not such Shares were tendered or have been tendered, accepted for payment or paid for prior to such increase in the consideration. Purchaser reserves the right to assign, transfer or assign in whole or from time in part to time in part, to Parent one or another direct or indirect subsidiary more affiliates of Parent, Purchaser the right of Purchaser to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer nor and will any such assignment in no way prejudice in any way the rights of tendering shareholders stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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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), Purchaser will accept for payment payment, and will pay for all for, Shares validly tendered and not properly withdrawn on or prior to any Expiration Date as soon as practicable after such the Expiration Date. In addition, Purchaser expressly reserves the right, in its sole discretion and subject to applicable lawrules of the Commission, to delay acceptance for payment of of, or payment for for, Shares in order to comply, in whole or in part, with any applicable law, government regulation or any other condition contained herein. Any such delays will be accomplished in compliance with Rule 14e-1(c) under the Exchange Act (relating to bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of bidder's offer). See Sections 13 1 and 15. For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit by Purchaser of the purchase price to be paid by it with the Depositary, which Depositary will act as agent for the tendering shareholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering shareholders. See Instruction 11 of the Letter of Transmittal. Under no circumstances will interest be paid by Purchaser on the consideration paid for the Shares pursuant to the Offer, regardless of any delay in making payment. Purchaser shall pay all stock transfer taxes, if any, payable on the transfer of Shares purchased by it pursuant to the Offer, except as set forth in Instruction 7 of the Letter of Transmittal. 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 a certificate(s(a) certificates for such Shares or a timely confirmation of a the book-entry transfer of such Shares into the Depositary's account at a BookThe Depository Trust Company (the "BOOK-Entry Transfer Facility (as defined ENTRY TRANSFER FACILITY") pursuant to the procedures set forth in Section 3), (b) a Letter of Transmittal (or a 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 Message (as defined in Section 33 below) in connection with a book-entry delivery lieu of Shares, the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. See Section 3. For a description purposes of the procedure Offer, Purchaser will be deemed to have accepted for tendering payment Shares validly tendered and not properly withdrawn 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 purchase price therefor with the Depositary, see Section 3which will act as agent for the tendering shareholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering shareholders. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. The reservation by Purchaser of the right to delay the acceptance or purchase of or payment for Shares is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Shares deposited by or on behalf of tendering shareholders promptly after the termination or withdrawal of the Offer. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason reason, or if certificate(s) certificates are submitted for more Shares than are tendered, certificates evidencing for such unpurchased or untendered Shares will be returned returned, without expense to the tendering shareholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained at such with the Book-Entry Transfer Facility) ), as promptly soon as practicable following the expiration, expiration or termination or withdrawal of the Offer. If Purchaser increases the consideration offered to shareholders pursuant to the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased pursuant to the Offer, whether or not such Shares were tendered or accepted for payment prior to such increase in consideration. Purchaser reserves the right to assign, in whole or from time to time in part, to Parent or another direct or indirect subsidiary of Parent, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such assignment will not relieve Purchaser of its obligations under the Offer nor will any such assignment prejudice in any way the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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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 extension or amendment), Purchaser will accept for payment and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn on or prior to any Expiration Date withdrawn, as soon as practicable after such the Expiration Date. In addition, Purchaser expressly reserves the right, in its sole discretion and subject to applicable law, right to delay acceptance for payment of of, or payment for for, Shares in order to comply, comply in whole or in part, part with any applicable law, government regulation or any other condition contained herein. Any such delays will be accomplished in compliance with Rule 14e-1(c) under the Exchange Act (relating If Purchaser desires to bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of bidder's offer). See Sections 13 and 15. For purposes of the Offer, Purchaser will be deemed to have accepted for delay payment and thereby purchased tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will Offer, and such delay would otherwise be made by deposit by Purchaser in contravention of Rule 14e-1(c) of the purchase price to be paid by it with the DepositaryExchange Act, which Depositary Purchaser will act as agent for the tendering shareholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering shareholders. See Instruction 11 of the Letter of Transmittal. Under no circumstances will interest be paid by Purchaser on the consideration paid for the Shares pursuant to extend the Offer, regardless of any delay in making payment. Purchaser shall pay all stock transfer taxes, if any, payable on the transfer of Shares purchased by it pursuant to the Offer, except as set forth in Instruction 7 of the Letter of TransmittalSee
Section 1. 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 a certificate(s(i) for certificates representing such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at a Book-Entry Transfer Facility (DTC, as defined described in Section 32), (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, ) with any required signature guaranteesguarantees (or, or an Agent's Message (as defined in Section 3) in connection with a book-entry delivery of Sharestransfer, an Agent's Message), and (iii) any other documents required by the Letter of Transmittal. For a description purposes of the procedure Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares tendered prior to the Expiration Date when, as and if Purchaser gives oral or written notice to the Depositary, as agent for the tendering stockholders, of Purchaser's acceptance for payment of such Shares. Payment for Shares so accepted for payment will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving such payment from Purchaser and transmitting such payment to tendering stockholders. 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, see then, without prejudice to Purchaser's rights under Section 31, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn, except to the extent that the tendering stockholders are entitled to withdrawal rights as described in Section 3 and as otherwise required by Rule 14e-1(c) under the Exchange Act. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE BY REASON OF ANY DELAY IN MAKING SUCH PAYMENTS. If any tendered Shares are not accepted for payment for any reason or if certificate(s) are submitted for more Shares than are tenderedand paid for, certificates evidencing unpurchased or untendered representing such Shares will be returned without expense to the tendering shareholder (or, in the case of Shares tendered delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in with DTC as permitted by Section 32, such Shares will be credited to an account maintained at such Book-Entry Transfer Facilitywith DTC) without expense to the tendering stockholder as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If If, prior to the Expiration Date, Purchaser increases the consideration offered to shareholders be paid for Shares pursuant to the Offer, Purchaser will pay such increased consideration will be for all Shares accepted for payment or paid to all shareholders whose Shares are purchased for pursuant to the Offer, whether or not such Shares were tendered or have been tendered, accepted for payment or paid for prior to such increase in the consideration. Purchaser reserves the right to assign, transfer or assign in whole or from time in part to time in part, to Parent one or another direct or indirect subsidiary more affiliates of Parent, Purchaser the right of Purchaser to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer nor and will any such assignment in no way prejudice in any way the rights of tendering shareholders stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
Appears in 1 contract
Samples: Merger Agreement (Autoliv Inc)
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), Purchaser will accept be deemed to have accepted for payment payment, and will pay for for, all Shares validly tendered and not properly withdrawn on or prior to any Expiration Date as soon as practicable after such the Expiration Date, if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance of the tender of such Shares for payment pursuant to the Offer. In addition, Purchaser expressly reserves the right, in its sole discretion and subject to applicable law, right to delay acceptance for payment of of, or payment for for, Shares in order to comply, in whole or in part, with any applicable law, government regulation or any other condition contained herein. Any such delays will be accomplished in compliance with Rule 14e-1(c) under the Exchange Act (relating to bidder's obligation to pay for or return tendered securities promptly after the termination or withdrawal of bidder's offer). See Sections 13 and 15. For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit by Purchaser of the purchase price to be paid by it therefor with the Depositary, which Depositary will act as agent for the tendering shareholders stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to the tendering shareholders. See Instruction 11 of the Letter of Transmittalstockholders. Under no circumstances will interest be paid by Purchaser on the consideration paid purchase price for the Shares pursuant to the OfferShares, regardless of any extension of the Offer or any delay in making such payment. Purchaser shall pay all stock transfer taxes, if any, payable on the transfer of Shares purchased by it pursuant to the Offer, except as set forth in Instruction 7 of the Letter of TransmittalSee Sections 1 and 14. 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 a certificate(s(a) certificates for such Shares or a timely confirmation of a the book-entry transfer of such Shares into the Depositary's account at a The Depository Trust Company (the "Book-Entry Transfer Facility (as defined Facility") pursuant to the procedures set forth in Section 3), (b) a properly completed and duly executed Letter of Transmittal (or a 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 Message (as defined in Section 33 below) in connection with a book-entry delivery lieu of Shares, the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. For a description See Section 3. The reservation by Purchaser of the procedure right to delay the acceptance or purchase of or payment for tendering Shares pursuant is subject to the provisions of Rule 14e- 1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Offer, see Section 3. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason reason, or if certificate(s) certificates are submitted for more Shares than are tendered, certificates evidencing for such unpurchased or untendered Shares will be returned returned, without expense to the tendering shareholder stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained at such with the Book-Entry Transfer Facility) ), as promptly soon as practicable following the expiration, expiration or termination or withdrawal of the Offer. If If, prior to the Expiration Date, Purchaser increases the consideration offered to shareholders holders of Shares pursuant to the Offer, such increased consideration will be paid to all shareholders whose holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered or accepted for payment prior to such increase in consideration. Purchaser reserves the right to assign, transfer or assign in whole or in part, from time to time in parttime, to Parent one or another more direct or indirect subsidiary subsidiaries of Parent, Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer nor and will any such assignment in no way prejudice in any way the rights of tendering shareholders stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Under the Merger Agreement, Parent may assign any of its rights and Purchaser may assign any of its rights, interest and obligations to any of the direct or indirect subsidiaries of Parent provided that such assignment will not relieve Parent of any liability under the Merger Agreement for any breach by such assignee.
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Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), Purchaser we will accept for payment and will pay for all Shares validly tendered before the Expiration Date and not properly withdrawn on or prior to any Expiration Date as soon as practicable promptly after such the Expiration Date. In addition, Purchaser reserves We expressly reserve the right, in its our sole discretion, but subject to applicable laws, to delay acceptance for and thereby delay payment for Shares in order to comply with applicable laws or if any of the conditions referred to in “The Offer — Section 14” have not been satisfied or if any event specified in such Section has occurred. Subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, we reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment of or payment for Shares in order until satisfaction of all conditions to comply, in whole the Offer. For a description of our right to terminate the Offer and not accept for payment or in part, with any applicable law, government regulation or any other condition contained herein. Any such delays will be accomplished in compliance with Rule 14e-1(c) under the Exchange Act (relating to bidder's obligation to pay for Shares or return tendered securities promptly after to delay acceptance for payment or payment for Shares, see “The Offer — Section 14.” If we increase the termination or withdrawal of bidder's offer). See Sections 13 and 15. For purposes of consideration to be paid for Shares pursuant to the Offer, Purchaser we will be deemed to have accepted pay such increased consideration for payment and thereby all Shares purchased tendered Shares if, as and when Purchaser gives oral or written notice to the Depositary of its acceptance of such Shares for payment pursuant to the Offer. Payment We will pay for Shares accepted for payment pursuant to the Offer will be made by deposit by Purchaser of depositing the purchase price to be paid by it with the Depositary, which Depositary will act as your agent for the tendering shareholders for the purpose of receiving payments from Purchaser us and transmitting such payments to tendering shareholders. See Instruction 11 of the Letter of Transmittal. Under no circumstances will interest be paid by Purchaser on the consideration paid for the Shares pursuant to the Offer, regardless of any delay in making payment. Purchaser shall pay all stock transfer taxes, if any, payable on the transfer of Shares purchased by it pursuant to the Offer, except as set forth in Instruction 7 of the Letter of Transmittalyou. 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 a certificate(s(i) certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's ’s account at a the Book-Entry Transfer Facility (as defined in “The Offer – Section 3)), (ii) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed ) and duly executed, with any required signature guarantees, or an Agent's Message (as defined in Section 3iii) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittaldocuments. For a description of the procedure for tendering Shares pursuant to the Offer, see “The Offer — Section 3.” Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. Under no circumstances will we pay interest on the consideration paid for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in making such payment. 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 the same per Share consideration pursuant to the Offer to all stockholders. We reserve the right to transfer or assign, in whole or in part from time to time, 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 accepted for payment pursuant to the Offer for any reason reason, or if certificate(s) certificates are submitted for more Shares than are tendered, certificates evidencing for such unpurchased or untendered 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 a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3transfer, such Shares will be credited to an account maintained at such the Book-Entry Transfer Facility) ), without expense to you, as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If Purchaser increases the consideration offered to shareholders pursuant to the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased pursuant to the Offer, whether or not such Shares were tendered or accepted for payment prior to such increase in consideration. Purchaser reserves the right to assign, in whole or from time to time in part, to Parent or another direct or indirect subsidiary of Parent, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such assignment will not relieve Purchaser of its obligations under the Offer nor will any such assignment prejudice in any way the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.
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Samples: Offer to Purchase (MIT Capital Inc.)
