Common use of Commencement of the Offer; Acceptance of Shares Clause in Contracts

Commencement of the Offer; Acceptance of Shares. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable after the date of this Agreement, and in any event no later than the 10th day after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September 28, 2009), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)) the Offer to purchase any and all outstanding shares of Company Common Stock at a price equal to the Offer Price. For purposes of this Agreement, a “Business Day” shall be any day on which the principal offices of the SEC in Washington, DC are open to accept filings other than a day on which banking institutions located in Boston, Massachusetts are permitted or required by Law to remain closed. Within one Business Day of the later of: (i) the earliest date as of which the Purchaser is permitted under the Exchange Act to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer and (ii) the earliest date as of which each of the conditions set forth in Annex I (the “Offer Conditions”) shall have been satisfied or waived, the Purchaser shall (and the Parent shall cause the Purchaser to) accept for payment all shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer. The obligation of the Purchaser to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). The Purchaser shall promptly pay (in accordance with Rule 14e-1 under the Exchange Act) for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer.

Commencement of the Offer; Acceptance of Shares. Subject to the terms and conditions of this AgreementAgreement and provided that the Company has complied in all material respects with its obligations under Section 1.1(c) and Section 1.2 in each case to the extent necessary for Purchaser to comply with its obligation under this Section 1.1, as soon as reasonably practicable practicable, and in any event within five (5) Business Days, after the date of this Agreement, and in any event no later than the 10th day after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September 28, 2009), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)) the Offer to purchase any and all outstanding shares of Company Common Stock at (other than shares of Company Common Stock to be cancelled or converted in accordance with Section 2.6(b)) for a price per share of Company Common Stock equal to the Offer Price. For purposes of this Agreement, a “Business Day” shall be any day As promptly as practicable on which the principal offices of the SEC in Washington, DC are open to accept filings other than a day on which banking institutions located in Boston, Massachusetts are permitted or required by Law to remain closed. Within one Business Day of the later of: (i) the earliest date time as of which the Purchaser is permitted under the Exchange Act to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer and (ii) the earliest date time as of which each of the conditions set forth in Annex I (the “Offer Conditions”) Conditions shall have been satisfied or waived, the Purchaser shall (and the Parent shall cause the Purchaser to) irrevocably accept for payment purchase all shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer. The obligation of the Purchaser to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions), without limiting the right of the Parent or the Purchaser to terminate, extend or modify the Offer to the extent permitted under the terms of this Agreement. The On the terms and subject to the conditions of the Offer and this Agreement, the Purchaser shall promptly pay (in accordance with Rule 14e-1 under after the Exchange Act) Acceptance Time pay, or cause the Paying Agent to pay, for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer.

Commencement of the Offer; Acceptance of Shares. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable (and in any event within ten (10) Business Days) after the date of this Agreement, and in any event no later than the 10th day after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September 28, 2009), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)) the Offer to purchase any and all outstanding shares of Company Common Stock at for a price per share of Company Common Stock equal to the Offer Price. For purposes of this Agreement, a “Business Day” shall be any day on which the principal offices of the SEC in Washington, DC are open to accept filings other than a day on which banking institutions located in Boston, Massachusetts are permitted or required by Law to remain closed. Within one Business Day of As promptly as practicable upon the later of: (i) the earliest date time as of which the Purchaser is permitted under the Exchange Act to irrevocably accept for payment purchase shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer and (ii) the earliest date time as of which each of the conditions set forth in Annex I (the “Offer Conditions”) Conditions shall have been satisfied or waived, the Purchaser shall (and the Parent shall cause the Purchaser to) irrevocably accept for payment purchase all shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer. The obligation of the Purchaser to irrevocably accept for payment purchase shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). The Purchaser shall promptly pay (and in accordance with any event within two (2) Business Days (calculated as set forth in Rule 14e-1 14d-1(g)(3) under the Exchange Act)) after the Acceptance Time pay, or cause the Paying Agent to pay, for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer. All such payments shall be made net to the seller in cash, without interest.

Commencement of the Offer; Acceptance of Shares. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable practicable, and in any event within ten (10) Business Days, after the date of this Agreement, and in any event no later than the 10th day after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September 28, 2009), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)) the Offer to purchase any and all outstanding shares of Company Common Stock at (other than shares of Company Common Stock to be cancelled in accordance with Section 2.6(b)) for a price per share of Company Common Stock equal to the Offer Price. For purposes of this Agreement, a “Business Day” shall be any day on which the principal offices of the SEC in Washington, DC are open to accept filings other than a day on which banking institutions located in Boston, Massachusetts are permitted or required by Law to remain closed. Within one Business Day of As promptly as practicable after the later of: (i) the earliest date time as of which the Purchaser is permitted under the Exchange Act to accept for payment purchase shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer and (ii) the earliest date time as of which each of the conditions set forth in Annex I (the “Offer Conditions”) Conditions shall have been satisfied or waived, the Purchaser shall (and the Parent shall cause the Purchaser to) irrevocably accept for payment purchase all shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer. The obligation of the Purchaser to accept for payment purchase shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). The Purchaser shall promptly pay (and in accordance with any event within three (3) Business Days (calculated as set forth in Rule 14e-1 14d-1(g)(3) under the Exchange Act)) after the Acceptance Time pay, or cause the Paying Agent to pay, for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer.

Commencement of the Offer; Acceptance of Shares. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable after the date of this Agreement, and in any event no later than the 10th day within ten (10) Business Days after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September 28, 2009)date of this Agreement, the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”)) the Offer to purchase any and all outstanding shares of Company Common Stock at a per share price equal to the Closing Payment (the “Offer Price”). For purposes of this Agreement, a “Business Day” shall be any day on which the principal offices of the SEC in Washington, DC D.C. are open to accept filings other than a day on which banking institutions located in BostonNew York, Massachusetts New York are permitted or required by Law law, executive order or governmental decree to remain closed. Within one Business Day of As promptly as practicable on the later of: (i) the earliest date as of which the Purchaser is permitted under the Exchange Act applicable law to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer and (ii) the earliest date after the expiration of the Offer (as such expiration date may be extended and re-extended in accordance with this Agreement) as of which each of the conditions set forth in Annex I (the “Offer Conditions”) shall have been satisfied or waived, the Purchaser shall (and the Parent shall cause the Purchaser to) accept for payment all shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer. The obligation of the Purchaser to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). The Purchaser shall As promptly pay (in accordance with Rule 14e-1 under as practicable after the Exchange Act) acceptance for all payment of any shares of Company Common Stock validly tendered pursuant to the Offer (and not validly properly withdrawn) in ), the OfferPurchaser shall pay for such shares of Company Common Stock, provided that consideration payable pursuant to the Offer for any shares of Restricted Stock that vest and are tendered shall be made promptly enough to allow a portion of such consideration to be remitted to the applicable Governmental Entity to comply on a timely basis with any tax withholding obligations related to such Restricted Stock.

Commencement of the Offer; Acceptance of Shares. Subject to the terms and conditions of this AgreementAgreement and provided that the Company has complied in all material respects with its obligations under Section 1.2, as soon as reasonably practicable after the date of this Agreement, and in any event no later than the 10th day within 10 Business Days after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September April 28, 20092017), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)) the Offer to purchase any and all outstanding shares of Company Common Stock at for a price per share of Company Common Stock equal to the Offer Price. For purposes of As promptly as reasonably practicable (or as otherwise specified in this Agreement, a “Business Day” shall be any day ) on which the principal offices of the SEC in Washington, DC are open to accept filings other than a day on which banking institutions located in Boston, Massachusetts are permitted or required by Law to remain closed. Within one Business Day of the later of: (i) the earliest date time as of which the Purchaser is permitted under the Exchange Act to accept for payment purchase shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer and (ii) the earliest date time as of which each of the conditions set forth in Annex I (the “Offer Conditions”) Conditions shall have been satisfied or waived, the Purchaser shall (and the Parent shall cause the Purchaser to) irrevocably accept for payment purchase all shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the OfferOffer (the “Acceptance Time”). The obligation of the Purchaser to accept for payment purchase the shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). The Purchaser shall promptly pay as soon as reasonably practicable (and in accordance with any event within three (3) business days (calculated as set forth in Rule 14e-1 14d-1(g)(3) under the Exchange Act) after the Acceptance Time) pay (or cause to be paid) for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer; provided, however, that the Purchaser expressly reserves the right to delay payment for all shares of Company Common Stock to the extent necessary to comply with applicable Laws. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered to the Purchaser pursuant to the Offer. The payment for shares of Company Common Stock accepted for payment pursuant and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing.”

Commencement of the Offer; Acceptance of Shares. Subject to the terms and conditions of this Agreement, as soon as reasonably practicable after the date of this Agreement, and in any event no later than the 10th day after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September 28, 2009), the Purchaser Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended (the “"Exchange Act”")) ), within seven business days of the public announcement of this Agreement by the Parties, the Offer to purchase any and all outstanding shares of Company Common Stock Shares at a price equal of $9.25 per Share, net to the seller in cash, without interest thereon (the "Offer Consideration"). On the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this Agreement, the Merger Sub shall accept for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer Priceas soon as legally permitted to do so under applicable law and shall pay for all such Shares promptly after acceptance. For purposes of this Agreement, a “Business Day” shall be any day on which the principal offices The obligation of the SEC in Washington, DC are open Parent and the Merger Sub to accept filings other than a day on which banking institutions located in Boston, Massachusetts are permitted or required by Law to remain closed. Within one Business Day of commence the later of: (i) the earliest date as of which the Purchaser is permitted under the Exchange Act Offer and to accept for payment shares of Company Common Stock and pay for Shares validly tendered (and not validly withdrawn) pursuant to in the Offer and not properly withdrawn shall be subject to the condition that there shall be validly tendered and not withdrawn immediately prior to the expiration of the Offer such number of Shares that would constitute at least a majority of the Shares that in the aggregate are outstanding determined on a fully diluted basis (iiafter giving maximum effect to the exercise of all options, warrants and other rights to purchase, and the conversion or exchange of all securities convertible or exchangeable into, Shares outstanding at the expiration date of the Offer, whether or not vested, exercised or converted at the time of determination) (the earliest date as of which each of "Minimum Condition") and to the conditions set forth in Annex I (to this Agreement. Subject to the “terms and conditions of the Offer Conditions”) shall have been satisfied or waivedand this Agreement, the Purchaser shall (Merger Sub shall, and the Parent shall cause the Purchaser Merger Sub to) , accept for payment payment, and pay for, all shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer. The obligation of the Purchaser to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) withdrawn pursuant to the Offer shall be subject only that the Merger Sub becomes obligated to accept for payment, as soon as legally permitted to do so under applicable law, after the satisfaction or waiver of each expiration of the Offer Conditions (Offer, and shall not be subject in any event in compliance with the obligations respecting prompt payment pursuant to any other conditions). The Purchaser shall promptly pay (in accordance with Rule 14e-1 14e-1(c) under the Exchange Act) for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer.

Commencement of the Offer; Acceptance of Shares. Subject to the ----------------------------------------------- terms and conditions of this Agreement, as soon as reasonably practicable after the date of this Agreement, and in any event no later than the 10th day after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September 28, 2009), the Purchaser Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended (the “"Exchange Act”")) ), within seven business days of the public announcement of this Agreement by the Parties, the Offer to purchase any and all outstanding shares of Company Common Stock Shares at a price equal of $9.25 per Share, net to the seller in cash, without interest thereon (the "Offer Consideration"). On the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this Agreement, the Merger Sub shall accept for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer Priceas soon as legally permitted to do so under applicable law and shall pay for all such Shares promptly after acceptance. For purposes of this Agreement, a “Business Day” shall be any day on which the principal offices The obligation of the SEC in Washington, DC are open Parent and the Merger Sub to accept filings other than a day on which banking institutions located in Boston, Massachusetts are permitted or required by Law to remain closed. Within one Business Day of commence the later of: (i) the earliest date as of which the Purchaser is permitted under the Exchange Act Offer and to accept for payment shares of Company Common Stock and pay for Shares validly tendered (and not validly withdrawn) pursuant to in the Offer and not properly withdrawn shall be subject to the condition that there shall be validly tendered and not withdrawn immediately prior to the expiration of the Offer such number of Shares that would constitute at least a majority of the Shares that in the aggregate are outstanding determined on a fully diluted basis (iiafter giving maximum effect to the exercise of all options, warrants and other rights to purchase, and the conversion or exchange of all securities convertible or exchangeable into, Shares outstanding at the expiration date of the Offer, whether or not vested, exercised or converted at the time of determination) (the earliest date as of which each of "Minimum Condition") and to the conditions set forth in Annex I (to this Agreement. Subject to the “terms and conditions of the Offer Conditions”) shall have been satisfied or waivedand this Agreement, the Purchaser shall (Merger Sub shall, and the Parent shall cause the Purchaser Merger Sub to) , accept for payment payment, and pay for, all shares of Company Common Stock Shares validly tendered (and not validly withdrawn) pursuant to the Offer. The obligation of the Purchaser to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) withdrawn pursuant to the Offer shall be subject only that the Merger Sub becomes obligated to accept for payment, as soon as legally permitted to do so under applicable law, after the satisfaction or waiver of each expiration of the Offer Conditions (Offer, and shall not be subject in any event in compliance with the obligations respecting prompt payment pursuant to any other conditions). The Purchaser shall promptly pay (in accordance with Rule 14e-1 14e-1(c) under the Exchange Act) for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer.

Commencement of the Offer; Acceptance of Shares. Subject If this Agreement shall not have been validly terminated in accordance with Article VIII and subject to the terms and conditions of this Agreement, as soon as reasonably practicable practicable, and in any event within ten (10) Business Days, after the date of this Agreement, and in any event no later than the 10th day after the day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on September 28, 2009), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)) the Offer to purchase any and all outstanding shares of Company Common Stock at a price equal to for the Offer Price. For purposes of this Agreement, a “Business Day” shall be any day on which the principal offices The obligations of the SEC in WashingtonPurchaser to, DC and of the Parent to cause the Purchaser to, accept for payment, and pay for, any Shares tendered pursuant to the Offer are open subject only to accept filings the satisfaction of the Minimum Condition and the satisfaction or waiver of the other than a day on which banking institutions located in Boston, Massachusetts are permitted or required by Law to remain closedOffer Conditions. Within one Business Day of As promptly as practicable after the later of: (i) the earliest date time as of which the Purchaser is permitted under the Exchange Act to accept for payment purchase shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer and (ii) the earliest date time as of which each of the conditions set forth in Annex I (the “Offer Conditions”) Conditions shall have been satisfied or waived, the Purchaser shall (and the Parent shall cause the Purchaser to) irrevocably accept for payment purchase all shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer. The obligation of the Purchaser to accept for payment purchase shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). The Purchaser shall promptly pay (and in accordance with any event within three (3) business days (calculated as set forth in Rule 14e-1 14d-1(g)(3) under the Exchange Act)) after the Acceptance Time pay, or cause the Paying Agent to pay, for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer.