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) and provided that the offer has not been terminated as described in Section 1—“Terms of the Offer,” the Purchaser will accept for payment and promptly pay for all Shares validly tendered before the Expiration Date and not properly withdrawn in accordance with Section 4—“Withdrawal Rights.” If the Purchaser provides a subsequent offering period, the Purchaser will immediately accept and promptly pay for Shares as they are tendered during the subsequent offering period. See Section 1—“Terms of the Offer.” For a description of our rights and obligations to extend or terminate the offer and not accept for payment or pay for Shares, or to delay acceptance for payment or payment for Shares, see Section 1—“Terms of the Offer.” In all cases, payment for Shares accepted for payment in the offer will be made only after timely receipt by the Depositary of: • the certificates for the Shares, together with a letter of transmittal, properly completed and duly executed, with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3—“Procedure for Tendering Shares,” a Book-Entry Confirmation (as defined below) and either a letter of transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message as described in Section 3—“Procedure for Tendering Shares”; and • any other documents required by the letter of transmittal. The offer price paid to any holder of Shares for Shares tendered in the offer will be the highest per Share consideration paid to any other holder of Shares for Shares tendered in the offer. For purposes of the offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to the Purchaser and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of the Shares in the offer. Upon the terms and subject to the conditions of the offer, payment for Shares accepted for payment in the offer will be made by deposit of the offer price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering stockholders. Under no circumstances will interest be paid on the offer price for tendered Shares, regardless of any extension of or amendment to the offer or any delay in paying for the Shares. If any tendered Shares are not accepted for payment for any reason, certificates representing unpurchased Shares will be returned, without expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below), according to the procedures set forth in Section 3—“Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision not to accept the Shares and the Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly after the expiration or termination of the offer. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares in the offer, then, without prejudice to the Purchaser’s rights under the offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 4—“Withdrawal Rights.” See Section 15—“Certain Legal Matters.”

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the offer Offer (including, if the offer Offer is extended or amended, the terms and conditions of any such extension or amendment) and provided that the offer Offer has not been terminated as described in Section 1—“Terms 1—"Terms of the Offer,” the " Purchaser will irrevocably accept for payment purchase and promptly pay for all Shares validly tendered before prior to the Offer Expiration Date Time and not properly validly withdrawn in accordance with Section 4—“Withdrawal 4—"Withdrawal Rights.” If the Purchaser provides a subsequent offering period, the Purchaser will immediately accept and promptly pay for Shares as they are tendered during the subsequent offering period. See Section 1—“Terms of the Offer.” " For a description of our rights and obligations to extend or terminate the offer Offer and not irrevocably accept for payment purchase or pay for Shares, or to delay acceptance for payment of, or payment for for, Shares, see Section 1—“Terms 1—"Terms of the Offer.” " In all cases, payment for Shares irrevocably accepted for payment purchase in the offer Offer will be made only after timely receipt by the Depositary of: • the certificates for the Shares, together with a letter Letter of transmittalTransmittal, properly completed and duly executedexecuted (or a manually executed facsimile thereof), with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3—“Procedure 3—"Procedure for Tendering Shares,” a Book-Entry Confirmation (as defined below) and " either a letter Letter of transmittalTransmittal, properly completed and duly executedexecuted (or manually executed facsimile thereof), with any required signature guarantees, or an Agent’s 's Message as described in Section 3—“Procedure 3—"Procedure for Tendering Shares”"; and • any other documents required by the letter Letter of transmittal. The offer price paid to any holder of Shares for Shares tendered in the offer will be the highest per Share consideration paid to any other holder of Shares for Shares tendered in the offerTransmittal. For purposes of the offerOffer, the Purchaser will be deemed to have irrevocably accepted for paymentpurchase, and thereby purchased, Shares properly tendered to the Purchaser and not properly validly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s 's acceptance for payment of the Shares in the offerOffer. Upon the terms and subject to the conditions of the offerOffer, payment for Shares irrevocably accepted for payment purchase in the offer Offer will be made by deposit of the offer price Offer Price therefor with the Table of Contents Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering stockholders. Under no circumstances will interest be paid on the offer price Offer Price to be paid by Purchaser for tendered the Shares, regardless of any extension of or amendment to the offer Offer or any delay in paying for the Sharesmaking payment. If any tendered Shares are not irrevocably accepted for payment purchase for any reason, certificates representing unpurchased Shares will be returned, without expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary’s 's account at the Book-Entry Transfer Facility DTC (as defined below), according to the procedures set forth in Section 3—“Procedure 3—"Procedure for Tendering Shares,” " the Depositary will notify the Book-Entry Transfer Facility DTC of the Purchaser’s 's decision not to accept the Shares and the Shares will be credited to an account maintained at the Book-Entry Transfer FacilityDTC), promptly after the expiration or termination of the offerOffer. If the Purchaser is delayed in its acceptance for payment of, or payment for for, Shares or is unable to irrevocably accept for payment purchase or pay for Shares in the offerOffer, then, without prejudice to the Purchaser’s 's rights under the offer Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) ), the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 4—“Withdrawal 4—"Withdrawal Rights.” " See Section 15—“Certain 15—"Certain Legal Matters.”"

Acceptance for Payment and Payment for Shares. Upon On the terms and subject to the conditions of the offer Offer (including, if the offer Offer is extended or amended, the terms and conditions of any such the extension or amendment) and provided that the offer has not been terminated as described in Section 1—“Terms of the Offer,” ), the Purchaser will accept purchase, by accepting for payment payment, and promptly will pay for for, all Shares which are validly tendered before the Expiration Date (and not properly withdrawn in accordance with Section 4—“Withdrawal Rights.” If 4) prior to the Purchaser provides a subsequent offering periodExpiration Time. Shares will be accepted as soon as practicable after the later to occur of (i) the Expiration Time, and (ii) the Purchaser satisfaction or waiver of the conditions set forth in Section 5. Any determination concerning the satisfaction of the terms and conditions of the Offer will immediately accept and promptly pay for Shares as they are tendered during be in the subsequent offering periodreasonable discretion of the Purchaser. See Section 1—“Terms of 5. The Purchaser expressly reserves the Offer.” For a description of our rights and obligations to extend or terminate the offer and not accept for payment or pay for Sharesright, or in its sole discretion, to delay acceptance for payment of, or, subject to the applicable SEC rules, payment for, Shares in order to comply in whole or payment for Shares, see in part with any applicable law. See Section 1—“Terms of the Offer.” 12. In all cases, payment for Shares which are tendered in response to the Offer and accepted for payment in the offer will be made only after timely receipt by the Depositary of: • of (a) the certificates for certificate(s) representing the Sharestendered Shares (the "Share Certificates"), together with or timely confirmation of a letter book-entry transfer (a "Book-Entry Confirmation") of transmittalthe Shares (if that procedure is available) into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility"), as described in Section 3; (b) a properly completed and duly executed, with any required signature guarantees; executed Letter of Transmittal (or • in the case facsimile of a transfer effected under the book-entry transfer procedures described in Section 3—“Procedure for Tendering Shares,” a Book-Entry Confirmation (as defined below) and either a letter of transmittal, properly completed and duly executed, with any required signature guaranteesone), or an Agent’s 's Message as described in Section 3—“Procedure for Tendering Shares”connection with a book-entry transfer; and • (c) any other documents required by the letter Letter of transmittal. The offer price paid to any holder of Shares for Shares tendered in the offer will be the highest per Share consideration paid to any other holder of Shares for Shares tendered in the offer. For purposes of the offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to the Purchaser and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of the Shares in the offer. Upon the terms and subject to the conditions of the offer, payment for Shares accepted for payment in the offer will be made by deposit of the offer price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering stockholders. Under no circumstances will interest be paid on the offer price for tendered Shares, regardless of any extension of or amendment to the offer or any delay in paying for the Shares. If any tendered Shares are not accepted for payment for any reason, certificates representing unpurchased Shares will be returned, without expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below), according to the procedures set forth in Section 3—“Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision not to accept the Shares and the Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly after the expiration or termination of the offer. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares in the offer, then, without prejudice to the Purchaser’s rights under the offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 4—“Withdrawal RightsTransmittal.” See Section 15—“Certain Legal Matters.”

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the offer Offer (including, if the offer Offer is extended or amended, the terms and conditions of any such extension or amendment) and provided that the offer Offer has not been terminated as described in Section 1—“Terms of the Offer,” the Purchaser will accept for payment and promptly pay for all Shares validly tendered before the Expiration Date and not properly withdrawn in accordance with Section 4—“Withdrawal Rights.” If the Purchaser provides a subsequent offering period, the Purchaser will immediately accept and promptly pay for Shares as they are tendered during the subsequent offering period. See Section 1—“Terms of the Offer.” For a description of our rights and obligations to extend or terminate the offer Offer and not accept for payment or pay for Shares, or to delay acceptance for payment or payment for Shares, see Section 1—“Terms of the Offer.” In all cases, payment for Shares accepted for payment in the offer Offer will be made only after timely receipt by the Depositary of: • the certificates for the Shares, together with a letter Letter of transmittalTransmittal, properly completed and duly executed, with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3—“Procedure for Tendering Shares,” a Book-Entry Confirmation (as defined below) and either a letter Letter of transmittalTransmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message as described in Section 3—“Procedure for Tendering Shares”; and • any other documents required by the letter Letter of transmittalTransmittal. The offer price Offer Price paid to any holder of Shares for Shares tendered in the offer Offer will be the highest per Share consideration paid to any other holder of Shares for Shares tendered in the offer. For purposes of the offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to the Purchaser and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of the Shares in the offer. Upon the terms and subject to the conditions of the offer, payment for Shares accepted for payment in the offer will be made by deposit of the offer price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering stockholders. Under no circumstances will interest be paid on the offer price for tendered Shares, regardless of any extension of or amendment to the offer or any delay in paying for the Shares. If any tendered Shares are not accepted for payment for any reason, certificates representing unpurchased Shares will be returned, without expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below), according to the procedures set forth in Section 3—“Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision not to accept the Shares and the Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly after the expiration or termination of the offer. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares in the offer, then, without prejudice to the Purchaser’s rights under the offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 4—“Withdrawal RightsOffer.” See Section 15—“Certain Legal Matters.”

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the offer Offer (including, if the offer Offer is extended or amended, the terms and conditions of any such extension or amendment) and provided that the offer Offer has not been terminated as described in Section 1—“Terms of the Offer,” the Purchaser will accept for payment and promptly pay for all Shares validly tendered before the Expiration Date and not properly withdrawn in accordance with Section 4—“Withdrawal Rights.” If the Purchaser provides a subsequent offering periodSubsequent Offering Period, the Purchaser will immediately accept and promptly pay for Shares as they are tendered during the subsequent offering periodSubsequent Offering Period. See Section 1—“Terms of the Offer.” For a description of our rights and obligations to extend or terminate the offer Offer and not accept for payment or pay for Shares, or to delay acceptance for payment or payment for Shares, see Section 1—“Terms of the Offer.” In all cases, payment for Shares accepted for payment in the offer Offer will be made only after timely receipt by the Depositary of: • the certificates for the Shares, together with a letter Letter of transmittalTransmittal, properly completed and duly executed, with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3—“Procedure for Tendering Shares,” a Book-Entry Confirmation (as defined below) and either a letter Letter of transmittalTransmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message as described in Section 3—“Procedure for Tendering Shares”; and • any other documents required by the letter Letter of transmittalTransmittal. The offer price Offer Price paid to any holder of Shares for Shares tendered in the offer Offer will be the highest per Share consideration paid to any other holder of Shares for Shares tendered in the offerOffer. For purposes of the offerOffer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to the Purchaser and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of the Shares in the offerOffer. Upon the terms and subject to the conditions of the offerOffer, payment for Shares accepted for payment in the offer Offer will be made by deposit of the offer price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering stockholders. Under no circumstances will interest be paid on the offer price Offer Price to be paid by the Purchaser for tendered the Shares, regardless of any extension of or amendment to the offer Offer or any delay in paying for the Sharesmaking payment. If any tendered Shares are not accepted for payment for any reason, certificates representing unpurchased Shares will be returned, without expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below)Facility, according to the procedures set forth in Section 3—“Procedure 3—”Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision not to accept the Shares and the Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly after the expiration or termination of the offerOffer. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares in the offerOffer, then, without prejudice to the Purchaser’s rights under the offer Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 4—“Withdrawal Rights.” See Section 15—“Certain Legal Matters.”” The Purchaser reserves the right to assign to Cytyc and/or one or more wholly-owned subsidiaries of Cytyc any of its rights under the Merger Agreement, including the right to purchase Shares tendered in the Offer, but any transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment in the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the offer Offer (including, if the offer Offer is extended or amended, the terms and conditions of any such extension or amendment) and provided that the offer Offer has not been terminated as described in Section 1—“Terms 1 — “Terms of the Offer,” the Purchaser will accept for payment and promptly pay for all Shares validly tendered before the Expiration Date and not properly withdrawn in accordance with Section 4—“Withdrawal 4 — “Withdrawal Rights.” If the Purchaser provides a subsequent offering periodSubsequent Offering Period, the Purchaser will immediately accept and promptly pay for Shares as they are tendered during the subsequent offering periodSubsequent Offering Period. See Section 1—“Terms 1 — “Terms of the Offer.” For a description of our rights and obligations to extend or terminate the offer Offer and not accept for payment or pay for Shares, or to delay acceptance for payment or payment for Shares, see Section 1—“Terms 1 — “Terms of the Offer.” In all cases, payment for Shares accepted for payment in the offer Offer will be made only after timely receipt by the Depositary of: • the certificates for the Shares, together with a letter Letter of transmittalTransmittal, properly completed and duly executed, with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3—“Procedure 3 — “Procedure for Tendering Shares,” a Book-Entry Confirmation (as defined below) and either a letter Letter of transmittalTransmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message as described in Section 3—“Procedure 3 — “Procedure for Tendering Shares”; and • any other documents required by the letter Letter of transmittalTransmittal. The offer price Offer Price paid to any holder of Shares for Shares tendered in the offer Offer will be the highest per Share consideration paid to any other holder of Shares for Shares tendered in the offerOffer. For purposes of the offerOffer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly validly tendered to the Purchaser and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of the Shares in the offerOffer. Upon the terms and subject to the conditions of the offerOffer, payment for Shares accepted for payment in the offer Offer will be made by deposit of the offer price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders shareholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering stockholdersshareholders. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering shareholders, the 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. Under no circumstances will interest be paid on the offer price Offer Price to be paid by the Purchaser for tendered the Shares, regardless of any extension of or amendment to the offer Offer or any delay in paying for the Sharesmaking payment. If any tendered Shares are not accepted for payment for any reason, certificates representing unpurchased Shares will be returned, without expense, to the tendering stockholder shareholder (or, in the case of Shares delivered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below)Facility, according to the procedures set forth in Section 3—“Procedure 3 — “Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision 15 Table of Contents not to accept the Shares and the Shares will be credited to an account maintained at the Book-Entry Transfer Facility), promptly after the expiration or termination of the offerOffer. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares in the offerOffer, then, without prejudice to the Purchaser’s rights under the offer Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the extent tendering stockholders shareholders are entitled to do so as described in Section 4—“Withdrawal 4 — “Withdrawal Rights.” See Section 15—“Certain Legal MattersThe Purchaser reserves the right to transfer or assign to Lilly and/or one or more direct or indirect subsidiaries of Lilly any of its rights under the Merger Agreement, including the right to purchase Shares tendered in the Offer, but any transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment in the Offer.”