Common use of Acceptance for Payment and Payment of Purchase Price Clause in Contracts

Acceptance for Payment and Payment of Purchase Price. 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for payment, and will pay for, all Shares validly tendered on or prior to the Expiration Date and not properly withdrawn (in accordance with the procedures set forth in Section 3), promptly after the Expiration Date. The Purchaser expressly reserves the right to delay acceptance for payment of, or, subject to Rule 14e-l(c) promulgated under the Exchange Act, payment for, Shares in order to comply in whole or in part with any applicable law. See Sections 14 and 15. In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (1) certificates for such Shares (or a Book-Entry Confirmation) pursuant to the procedures set forth in Section 2, (2) a Letter of Transmittal (or a facsimile copy thereof), properly completed and duly executed, or an 'Agent's Message,' and (3) any other documents required by the Letter of Transmittal. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered to the Purchaser on or prior to the Expiration Date and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting payments to tendering stockholders. Under no circumstances will interest on the purchase price of the Shares be paid by the Purchaser by reason of any delay in making such payment. 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 tendered pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer, the Depositary may, subject to Rule 14e-1(c) promulgated under the Exchange Act, retain tendered Shares on behalf of the Purchaser, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as set forth in Section 3. The Purchaser will pay any transfer taxes incident to the transfer to it of validly tendered Shares, except as otherwise provided in Instruction 6 to the Letter of Transmittal, as well as charges and expenses of the Dealer Manager, the Depositary and the Information Agent. If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted which represent more Shares than are tendered, certificates for such Shares not purchased or tendered will be returned (or, in the case of Shares delivered by book-entry transfer within the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 2, such Shares will be credited to an account maintained within the Book Entry Transfer Facility) without expense to the tendering stockholder, as promptly as practicable following the expiration, termination or withdrawal of the Offer. Certificates representing Shares cancelled in the Merger will not be returned. If, prior to the Expiration Date, the Purchaser shall increase the consideration offered to stockholders pursuant to the Offer, such increased consideration shall be paid to all stockholders whose Shares are purchased pursuant to the Offer. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, with the consent of the Company, its right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will not prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment of Purchase Price. Upon On 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)Offer, the Purchaser will purchase by accepting for payment, and will pay for, for all Shares Units validly tendered on or prior to the Expiration Date and not properly withdrawn (in accordance with the procedures set forth in Section 3)3 and not withdrawn in accordance with the procedures specified in Section 5, as promptly after as practicable following the Expiration Date. The Purchaser expressly reserves the right to delay acceptance for payment of, or, subject to Rule 14e-l(c) promulgated under the Exchange ActFor Units whose registered owner is a Qualified Plan, payment for, Shares in order will be made to comply in whole the custodian of such account or in part with any applicable law. See Sections 14 and 15plan. In all cases, payment for Shares Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of of: (1) certificates for such Shares (or a Book-Entry Confirmation) pursuant to the procedures set forth in Section 2, (2i) a properly completed and duly executed Letter of Transmittal (or a facsimile copy thereof), properly completed and duly executedtogether with all required medallion signature guaranties, or an 'Agent's Message,' (ii) all certificates issued to the tendering Unitholder that evidence ownership of the Units tendered ("certificates"), if any, and (3iii) any other documents required by in accordance with the Letter of Transmittal. For purposes Unitholders should carefully read and comply with the procedures and requirements in the Letter of the OfferTransmittal. UNDER NO CIRCUMSTANCE WILL INTEREST ON THE PURCHASE PRICE BE PAID, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Units are not purchased for any reason, the Purchaser original Letter of Transmittal with respect to the Units may be destroyed by the Depositary (in accordance with its customary practice) and any certificates will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered returned to the Purchaser on tendering Unitholder. If for any reason acceptance of payment of, or prior to the Expiration Date and not properly withdrawn ifpayment for, as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares purchased any Units tendered pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from is delayed or the Purchaser and transmitting payments to tendering stockholders. Under no circumstances will interest on the purchase price of the Shares be paid by the Purchaser by reason of any delay in making such payment. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment payment, purchase or pay for Shares Units tendered pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the OfferSection 4, the Depositary may, subject to Rule 14e-1(c) promulgated under the Exchange Actnevertheless, retain tendered Shares on behalf of the Purchaser, retain tendered Units, and such Shares those Units may not be withdrawn except to the extent that the tendering stockholders Unitholders are entitled to withdrawal rights as set forth described in Section 3. The Purchaser will pay any transfer taxes incident 5; subject, however, to the transfer Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to it pay Unitholders the Purchase Price in respect of validly Units tendered Sharesor return certificates, except as otherwise provided in Instruction 6 to the Letter if any, representing those Units promptly after termination of Transmittal, as well as charges and expenses of the Dealer Manager, the Depositary and the Information Agent. If any tendered Shares are not purchased pursuant to the Offer for any reason, or if certificates are submitted which represent more Shares than are tendered, certificates for such Shares not purchased or tendered will be returned (or, in the case of Shares delivered by book-entry transfer within the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 2, such Shares will be credited to an account maintained within the Book Entry Transfer Facility) without expense to the tendering stockholder, as promptly as practicable following the expiration, termination or withdrawal of the Offer. Certificates representing Shares cancelled in the Merger will not be returned. If, prior to the Expiration Date, the Purchaser shall increase the consideration offered to stockholders pursuant to the Offer, such increased consideration shall be paid to all stockholders whose Shares are purchased pursuant to the Offer. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, with to ARV and any of ARV's subsidiaries or other affiliates, the consent of the Company, its right to purchase Shares Units tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will not or prejudice the rights of tendering stockholders Unitholders to receive payment for Shares Units validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment of Purchase Price. Upon On 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)Offer, the Purchaser will purchase by accepting for payment, and will pay for, all Shares validly for 408 properly tendered on or prior to the Expiration Date and not properly withdrawn (in accordance with the procedures set forth in Section 3)Units, promptly after following the Expiration Date. The Purchaser expressly reserves the right to delay acceptance for payment of, or, subject to Rule 14e-l(c) promulgated under the Exchange Act, payment for, Shares in order to comply in whole or in part with any applicable law. See Sections 14 and 15. In all cases, payment for Shares Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of Purchaser of: (1) certificates for such Shares (or a Book-Entry Confirmation) pursuant to the procedures set forth in Section 2, (2i) a Letter of Transmittal (or a facsimile copy thereof), properly completed and duly executedexecuted and acknowledged Letter of Transmittal, or an 'Agent's Message,' and (3ii) any other documents required by in accordance with the Letter of Transmittal. For purposes , and (iii) written confirmation from the Partnership of the Offertransfer of the Units to the Purchaser. Any Distributions made or declared on or after the date of this Offer would, by the terms of the Offer and as set forth in the Letter of Transmittal, be assigned by tendering Unit holders to the Purchaser and deducted from your proceeds. UNDER NO CIRCUMSTANCE WILL INTEREST ON THE PURCHASE PRICE BE PAID, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Units are not purchased for any reason (other than proration adjustments), the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered may destroy the original Letter of Transmittal with respect to the Purchaser on or prior to the Expiration Date and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's Units. If for any reason acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offerof, or payment for Shares purchased for, any Units tendered pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from is delayed or the Purchaser and transmitting payments to tendering stockholders. Under no circumstances will interest on the purchase price of the Shares be paid by the Purchaser by reason of any delay in making such payment. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment payment, purchase or pay for Shares tendered pursuant to the Offer for any reasonUnits tendered, then, without prejudice to the Purchaser's ’s rights under the OfferSection 4 herein, the Depositary Purchaser may, subject to Rule 14e-1(c) promulgated under the Exchange Actnevertheless, retain documents concerning tendered Shares on behalf of the PurchaserUnits, and such Shares those Units may not be withdrawn except to the extent that the tendering stockholders Unit holders are otherwise entitled to withdrawal rights as set forth described in Section 3. The Purchaser will pay any transfer taxes incident 5 herein, subject, however, to the transfer to it Purchaser’s obligation under Rule 14e-1(c) under the Securities Exchange Act of validly tendered Shares, except as otherwise provided in Instruction 6 to the Letter of Transmittal1934, as well as charges and expenses amended (the “Exchange Act”), to pay Unit holders the purchase price in respect of the Dealer ManagerUnits tendered or return documents, the Depositary and the Information Agent. If any tendered Shares are not purchased pursuant to the Offer for any reasonif any, or if certificates are submitted which represent more Shares than are tendered, certificates for such Shares not purchased or tendered will be returned (or, in the case of Shares delivered by book-entry transfer within the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 2, such Shares will be credited to an account maintained within the Book Entry Transfer Facility) without expense to the tendering stockholder, as representing those Units promptly as practicable following the expiration, after termination or withdrawal of the Offer. Certificates representing Shares cancelled in the Merger will not be returned. If, prior to the Expiration Date, the Purchaser shall increase the consideration offered to stockholders pursuant to the Offer, such increased consideration shall be paid to all stockholders whose Shares are purchased pursuant to the Offer. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, with the consent of the Company, its right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will not prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment of Purchase Price. Upon On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of any such extension or amendment), the Purchaser Purchasers will purchase by accepting for payment, and will pay for, all Shares validly tendered on or prior to the Expiration Date and not properly withdrawn (in accordance with the procedures set forth in Section 3)for ALL Properly Tendered Units, promptly after following the Expiration Date. The Purchaser expressly reserves the right to delay acceptance for payment of, or, subject to Rule 14e-l(c) promulgated under the Exchange Act, payment for, Shares in order to comply in whole or in part with any applicable law. See Sections 14 and 15. In all cases, payment for Shares Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of Purchasers of: (1) certificates for such Shares (or a Book-Entry Confirmation) pursuant to the procedures set forth in Section 2, (2i) a Letter of Transmittal (or a facsimile copy thereof), properly completed and duly executedexecuted and acknowledged Letter of Transmittal, or an 'Agent's Message,' and (3ii) any other documents required by in accordance with the Letter of Transmittal. For purposes , and (iii) written confirmation from the Partnership of the Offertransfer of the Units to the Purchasers. Any Distributions made or declared on or after the date of this Offer would, by the terms of the Offer and as set forth in the Letter of Transmittal, be assigned by tendering Unit Holders to the Purchasers and deducted from your proceeds. No transfer fees will be deducted. UNDER NO CIRCUMSTANCE WILL INTEREST ON THE PURCHASE PRICE BE PAID, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Units are not purchased for any reason (other than proration adjustments), the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered Purchasers may destroy the original Letter of Transmittal with respect to the Purchaser on or prior to the Expiration Date and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's Units. If for any reason acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offerof, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchaser and transmitting payments to tendering stockholders. Under no circumstances will interest on the purchase price of the Shares be paid by the Purchaser by reason of any delay in making such payment. 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 for, any Units tendered pursuant to the Offer is delayed or the Purchasers are unable to accept for any reasonpayment, purchase or pay for Units tendered, then, without prejudice to the Purchaser's Purchasers' rights under the OfferSection 4 herein, the Depositary Purchasers may, subject to Rule 14e-1(c) promulgated under the Exchange Actnevertheless, retain documents concerning tendered Shares on behalf of the PurchaserUnits, and such Shares those Units may not be withdrawn except to the extent that the tendering stockholders Unit Holders are otherwise entitled to withdrawal rights as set forth described in Section 3. The Purchaser will pay any transfer taxes incident 5 herein, subject, however, to the transfer to it Purchasers' obligation under Rule 14e-1(c) under the Securities Exchange Act of validly tendered Shares, except as otherwise provided in Instruction 6 to the Letter of Transmittal1934, as well as charges and expenses amended (the "Exchange Act"), to pay Unit Holders the purchase price in respect of the Dealer ManagerUnits tendered or return documents, the Depositary and the Information Agent. If any tendered Shares are not purchased pursuant to the Offer for any reasonif any, or if certificates are submitted which represent more Shares than are tendered, certificates for such Shares not purchased or tendered will be returned (or, in the case of Shares delivered by book-entry transfer within the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 2, such Shares will be credited to an account maintained within the Book Entry Transfer Facility) without expense to the tendering stockholder, as representing those Units promptly as practicable following the expiration, after termination or withdrawal of the Offer. Certificates representing Shares cancelled The Purchasers have agreed to purchase the Units tendered in this Offer as follows, subject to rounding for convenience: Everest will purchase 46% of the Merger Units purchased; Dixon will not be returnedpurchase 46% of xxx Xnits purchased; and MPF will purchase 8% of the Units purchased. If, prior to the Expiration Date, the Purchaser shall increase the consideration offered to stockholders pursuant to the Offer, such increased consideration The Purchasers shall be paid jointly and severally liable to all stockholders Unit Holders whose Shares Units are purchased pursuant to the Offer. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, with the consent of the Company, its right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will not prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offerpayment.

Acceptance for Payment and Payment of Purchase Price. Upon On 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)Offer, the Purchaser will purchase by accepting for payment, and will pay for, all Shares validly tendered on or prior for up to the Expiration Date and not properly withdrawn (in accordance with the procedures set forth in Section 3)1,140 Properly Tendered Units, promptly after following the Expiration Date. The Purchaser expressly reserves the right to delay acceptance for payment of, or, subject to Rule 14e-l(c) promulgated under the Exchange Act, payment for, Shares in order to comply in whole or in part with any applicable law. See Sections 14 and 15. In all cases, payment for Shares Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of Purchaser of: (1) certificates for such Shares (or a Book-Entry Confirmation) pursuant to the procedures set forth in Section 2, (2i) a Letter of Transmittal (or a facsimile copy thereof), properly completed and duly executedexecuted and acknowledged Letter of Transmittal, or an 'Agent's Message,' and (3ii) any other documents required by in accordance with the Letter of Transmittal. For purposes , and (iii) written confirmation from the Partnership of the Offertransfer of the Units to the Purchaser. Any Distributions made or declared on or after the date of this Offer would, by the terms of the Offer and as set forth in the Letter of Transmittal, be assigned by tendering Unit Holders to the Purchaser and deducted from your proceeds. No transfer fees will be deducted. UNDER NO CIRCUMSTANCE WILL INTEREST ON THE PURCHASE PRICE BE PAID, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Units are not purchased for any reason (other than proration adjustments), the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered may destroy the original Letter of Transmittal with respect to the Purchaser on or prior to the Expiration Date and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's Units. If for any reason acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offerof, or payment for Shares purchased for, any Units tendered pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from is delayed or the Purchaser and transmitting payments to tendering stockholders. Under no circumstances will interest on the purchase price of the Shares be paid by the Purchaser by reason of any delay in making such payment. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment payment, purchase or pay for Shares tendered pursuant to the Offer for any reasonUnits tendered, then, without prejudice to the Purchaser's rights under the OfferSection 4 herein, the Depositary Purchaser may, subject to Rule 14e-1(c) promulgated under the Exchange Actnevertheless, retain documents concerning tendered Shares on behalf of the PurchaserUnits, and such Shares those Units may not be withdrawn except to the extent that the tendering stockholders Unit Holders are otherwise entitled to withdrawal rights as set forth described in Section 3. The Purchaser will pay any transfer taxes incident 5 herein, subject, however, to the transfer to it Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of validly tendered Shares, except as otherwise provided in Instruction 6 to the Letter of Transmittal1934, as well as charges and expenses amended (the "Exchange Act"), to pay Unit Holders the purchase price in respect of the Dealer ManagerUnits tendered or return documents, the Depositary and the Information Agent. If any tendered Shares are not purchased pursuant to the Offer for any reasonif any, or if certificates are submitted which represent more Shares than are tendered, certificates for such Shares not purchased or tendered will be returned (or, in the case of Shares delivered by book-entry transfer within the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 2, such Shares will be credited to an account maintained within the Book Entry Transfer Facility) without expense to the tendering stockholder, as representing those Units promptly as practicable following the expiration, after termination or withdrawal of the Offer. Certificates representing Shares cancelled in the Merger will not be returned. If, prior to the Expiration Date, the Purchaser shall increase the consideration offered to stockholders pursuant to the Offer, such increased consideration shall be paid to all stockholders whose Shares are purchased pursuant to the Offer. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, with the consent of the Company, its right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will not prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment of Purchase Price. Upon On 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)Offer, the Purchaser will purchase by accepting for payment, and will pay for, all Shares validly tendered on or prior for up to the Expiration Date and not properly withdrawn (in accordance with the procedures set forth in Section 3)1,180 Properly Tendered Units, promptly after following the Expiration Date. The Purchaser expressly reserves the right to delay acceptance for payment of, or, subject to Rule 14e-l(c) promulgated under the Exchange Act, payment for, Shares in order to comply in whole or in part with any applicable law. See Sections 14 and 15. In all cases, payment for Shares Units purchased pursuant to the Offer will be made only after timely receipt by the Depositary of Purchaser of: (1) certificates for such Shares (or a Book-Entry Confirmation) pursuant to the procedures set forth in Section 2, (2i) a Letter of Transmittal (or a facsimile copy thereof), properly completed and duly executedexecuted and acknowledged Letter of Transmittal, or an 'Agent's Message,' and (3ii) any other documents required by in accordance with the Letter of Transmittal. For purposes , and (iii) written confirmation from the Partnership of the Offertransfer of the Units to the Purchaser. Any Distributions made or declared on or after the date of this Offer would, by the terms of the Offer and as set forth in the Letter of Transmittal, be assigned by tendering Unit Holders to the Purchaser and deducted from your proceeds. No transfer fees will be deducted. UNDER NO CIRCUMSTANCE WILL INTEREST ON THE PURCHASE PRICE BE PAID, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Units are not purchased for any reason (other than proration adjustments), the Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered may destroy the original Letter of Transmittal with respect to the Purchaser on or prior to the Expiration Date and not properly withdrawn if, as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's Units. If for any reason acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offerof, or payment for Shares purchased for, any Units tendered pursuant to the Offer will be made by deposit of the purchase price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from is delayed or the Purchaser and transmitting payments to tendering stockholders. Under no circumstances will interest on the purchase price of the Shares be paid by the Purchaser by reason of any delay in making such payment. If the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment payment, purchase or pay for Shares tendered pursuant to the Offer for any reasonUnits tendered, then, without prejudice to the Purchaser's rights under the OfferSection 4 herein, the Depositary Purchaser may, subject to Rule 14e-1(c) promulgated under the Exchange Actnevertheless, retain documents concerning tendered Shares on behalf of the PurchaserUnits, and such Shares those Units may not be withdrawn except to the extent that the tendering stockholders Unit Holders are otherwise entitled to withdrawal rights as set forth described in Section 3. The Purchaser will pay any transfer taxes incident 5 herein, subject, however, to the transfer to it Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of validly tendered Shares, except as otherwise provided in Instruction 6 to the Letter of Transmittal1934, as well as charges and expenses amended (the "Exchange Act"), to pay Unit Holders the purchase price in respect of the Dealer ManagerUnits tendered or return documents, the Depositary and the Information Agent. If any tendered Shares are not purchased pursuant to the Offer for any reasonif any, or if certificates are submitted which represent more Shares than are tendered, certificates for such Shares not purchased or tendered will be returned (or, in the case of Shares delivered by book-entry transfer within the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 2, such Shares will be credited to an account maintained within the Book Entry Transfer Facility) without expense to the tendering stockholder, as representing those Units promptly as practicable following the expiration, after termination or withdrawal of the Offer. Certificates representing Shares cancelled in the Merger will not be returned. If, prior to the Expiration Date, the Purchaser shall increase the consideration offered to stockholders pursuant to the Offer, such increased consideration shall be paid to all stockholders whose Shares are purchased pursuant to the Offer. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, with the consent of the Company, its right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will not prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.