Common use of ACCEPTANCE FOR PAYMENT AND PAYMENT Clause in Contracts

ACCEPTANCE FOR PAYMENT AND PAYMENT. On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of the Offer, as so extended or amended), LCC will buy, by accepting for payment, and will pay for, all Shares validly tendered and not withdrawn (as set forth under "THE TENDER OFFER - WITHDRAWAL RIGHTS") on or before the Expiration Date (but not more than 1,500,000 Shares) promptly after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of conditions to the Offer set forth in "THE TENDER OFFER - CERTAIN CONDITIONS TO THE OFFER." In addition, subject to applicable rules of the SEC, LCC expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory or governmental approvals of the nature specified in "THE TENDER OFFER - CERTAIN CONDITIONS TO THE OFFER." In all cases, payment for Shares bought pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing such Shares or timely confirmation (a "Book Entry Confirmation") of the book entry transfer of such Shares into the Depositary's account at The Depository Trust Company (the "Book Entry Transfer Facility"), pursuant to the procedures set forth in "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES", (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book entry transfer and (iii) all other documents required by the Letter of Transmittal.

ACCEPTANCE FOR PAYMENT AND PAYMENT. On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of the Offer, as so extended or amended), LCC will buy, by accepting for payment, and will pay for, all Shares validly tendered and not withdrawn (as set forth under "THE TENDER OFFER The Tender Offer - WITHDRAWAL RIGHTSWithdrawal Rights") on or before the Expiration Date (but not more than 1,500,000 Shares) promptly after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of conditions to the Offer set forth in "THE TENDER OFFER The Tender Offer - CERTAIN CONDITIONS TO THE OFFERCertain Conditions to the Offer." In addition, subject to applicable rules of the SEC, LCC expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory or governmental approvals of the nature specified in "THE TENDER OFFER The Tender Offer - CERTAIN CONDITIONS TO THE OFFERCertain Conditions to the Offer." In all cases, payment for Shares bought pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing such Shares and the related Assignments or timely confirmation (a "Book Entry Confirmation") of the book entry transfer of such Shares into the Depositary's account at The Depository Trust Company (the "Book Entry Transfer Facility"), pursuant to the procedures set forth in "THE TENDER OFFER The Tender Offer - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARESProcedures for Accepting the Offer and Tendering Shares", (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book entry transfer and (iii) all other documents required by the Letter of Transmittal.

ACCEPTANCE FOR PAYMENT AND PAYMENT. On Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of the Offer, Offer as so extended or amended), LCC we will buypurchase, by accepting for payment, and will pay for, for all Shares validly tendered and not properly withdrawn (as set forth under "THE TENDER OFFER - WITHDRAWAL RIGHTS") on or before prior to the Expiration Date (but not more than 1,500,000 Sharesas permitted by Section 4) promptly after the later to occur of (i) the Expiration Date and (ii) subject to compliance with the applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, the satisfaction or waiver of the conditions to the Offer set forth in "THE TENDER OFFER - CERTAIN CONDITIONS TO THE OFFER." Section 15. In addition, subject to applicable rules of the SECCommission, LCC expressly reserves we reserve the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory or governmental approvals specified in Section 16. For information with respect to regulatory approvals that we are required to obtain prior to the completion of the nature specified in "THE TENDER OFFER - CERTAIN CONDITIONS TO THE OFFER." Offer, see Section 16. In all cases, payment we will pay for Shares bought pursuant to purchased in the Offer will be made only after timely receipt by the Depositary of (ia) certificates representing such the Shares ("Share Certificates") or timely confirmation (a "Book Book-Entry Confirmation") of the book book-entry transfer of such the Shares into the Depositary's account at The Depository Trust Company (the "Book Book-Entry Transfer Facility"), pursuant to the procedures set forth in "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES"Section 3, (iib) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book book-entry transfer and (iiic) all any other documents required by that the Letter of TransmittalTransmittal requires.

ACCEPTANCE FOR PAYMENT AND PAYMENT. On Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of the Offer, as so extended any such extension or amendedamendment), LCC the Purchaser will buy, by accepting accept for payment, payment and will pay forpay, promptly after the Expiration Date, for all Shares validly tendered and not withdrawn (as set forth under "THE TENDER OFFER - WITHDRAWAL RIGHTS") on or before the Expiration Date (but not more than 1,500,000 Shares) promptly after the later prior to occur of (i) the Expiration Date and (ii) not properly withdrawn in accordance with Section 4. Subject to the terms of the Merger Agreement, all determinations concerning the satisfaction or waiver of such terms and conditions will be within the Purchaser's discretion, which determinations will be final and binding. See Sections 1 and 15. Shareholders who hold their Shares through a broker on bank should consult such institutions as to the Offer set forth in "THE TENDER OFFER - CERTAIN CONDITIONS TO THE OFFER." In addition, subject to applicable rules of the SEC, LCC whether it charges any service fee. The Purchaser expressly reserves the right right, in its sole discretion, to delay acceptance for payment of, of or payment forfor Shares in order to comply in whole or in part with any applicable law, Shares pending receipt including, without limitation, the HSR Act. Any such delays will be effected in compliance with Rule 14e-l(c) under the Exchange Act (relating to a bidder's obligation to pay the consideration offered or return the securities deposited by or on behalf of any regulatory holders of securities promptly after the termination or governmental approvals withdrawal of the nature specified in "THE TENDER OFFER - CERTAIN CONDITIONS TO THE OFFER." such bidder's offer). In all cases, payment for Shares bought accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing for such Shares (or a timely confirmation Book-Entry Confirmation (a "Book Entry Confirmation"as defined below) of the book entry transfer of such Shares into the Depositary's account at The Depository Trust Company (the "Book Entry Transfer Facility"with respect thereto), pursuant to the procedures set forth in "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES", (ii) the a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or or, in the case of a book-entry transfer, an Agent's Message (as defined below) in connection with a book entry transfer ), and (iii) all any other documents required by the Letter of Transmittal. The per Share consideration paid to any holder of Shares pursuant to the Offer will be the highest per Share consideration paid to any other holder of such Shares pursuant to 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 withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price for those Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from the Purchaser and transmitting payment to tendering shareholders. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If the Purchaser is delayed in its acceptance for payment of, or payment for, Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer (including such rights as are set forth in Sections 1 and 15) (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 such Shares may not be withdrawn except to the extent tendering shareholders are entitled to exercise, and duly exercise, withdrawal rights as described in Section 4. If any tendered Shares are not purchased pursuant to the Offer for any reason, certificates for any such Shares will be returned, without expense to the tendering shareholder (or, in the case of Shares delivered by book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility (as defined below) pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), as promptly as practicable after the expiration or termination of the Offer. The Purchaser reserves the right to transfer or assign, in whole or in part, to Parent or to any affiliate of Parent, the 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 in no way prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.