Common use of CONDITIONAL TENDER OF SHARES Clause in Contracts

CONDITIONAL TENDER OF SHARES. Under certain circumstances set forth in Section 1 above, the Company may prorate the number of Shares purchased pursuant to the Offer. As discussed in Section 14, the number of Shares to be purchased from a particular shareholder might affect the tax consequences to such shareholder of such purchase and such shareholder's decision whether to tender. Accordingly, a shareholder may tender Shares subject to the condition that a specified minimum number, if any, must be purchased, and any shareholder wishing to make such a conditional tender should so indicate in the box captioned "Conditional Tender" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. It is the tendering shareholder's responsibility to calculate such minimum number of Shares, and each shareholder is urged to consult his or her own tax advisor. If the effect of accepting tenders on a pro rata basis is to reduce the number of Shares to be purchased from any shareholder below the minimum number so specified, such tender will automatically be deemed withdrawn (except as provided in the next paragraph), and the Shares tendered will be returned to such shareholder as soon as practicable after the Expiration Date. However, if so many conditional tenders would be deemed withdrawn that the total number of Shares to be purchased falls below 700,000 Shares, then, to the extent feasible, the Company will identify conditional tenders from shareholders who tender all of their Shares and will select enough of such conditional tenders which would otherwise have been deemed withdrawn to purchase such desired number of Shares. In selecting among such conditional tenders, the Company will select by random lot. IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED AND WILL THEREBY BE DEEMED WITHDRAWN.

CONDITIONAL TENDER OF SHARES. Under certain circumstances set forth Subject to the exceptions for Odd Lot Holders described in Section 1 above1, if more than 1,500,000 shares are tendered, the Company may will prorate the number of Shares shares purchased pursuant to the Offeroffer. As discussed in Section 14, the number of Shares shares to be purchased from a particular shareholder might may affect the tax consequences treatment of the purchase to such the shareholder of such purchase and such the shareholder's decision whether to tender. Accordingly, a shareholder may tender Shares shares subject to the condition that all or at least a specified minimum number, if any, number of the shareholder's shares tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery must be purchased if any shares tendered are purchased, and any . Any shareholder wishing desiring to make such a conditional tender should must so indicate in the box captioned "Conditional Tender" on Tender in the Letter of Transmittal andor, if applicable, on the Notice of Guaranteed Delivery. It is the tendering shareholder's responsibility to calculate such minimum number of Shares, and each Each shareholder is urged to consult with his or her own tax advisor. Any tendering shareholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of shares that must be purchased if any are purchased. If the effect of accepting tenders on a pro rata basis is would be to reduce the number of Shares shares to be purchased from any shareholder (tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery) below the minimum number so specified, such the tender will automatically be deemed regarded as withdrawn (except as provided in the next paragraph), . All shares tendered by a shareholder subject to a conditional tender pursuant to the Letter of Transmittal or Notice of Guaranteed Delivery and the Shares tendered regarded as withdrawn as a result of proration will be returned to such shareholder as soon as practicable promptly after the Expiration Date. However, if so many If conditional tenders would otherwise be deemed regarded as withdrawn that and would cause the total number of Shares shares to be purchased falls to fall below 700,000 Shares, 1,500,000 (or such greater number of shares as the Company may elect to purchase) then, to the extent feasible, the Company will identify conditional tenders from shareholders who tender all of their Shares and will select enough of such the conditional tenders which that would otherwise have been deemed withdrawn to permit the Company to purchase 1,500,000 shares (or such desired greater number of Sharesshares as the Company may elect to purchase). In selecting among such the conditional tenders, the Company will select by random lot. IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED AND WILL THEREBY BE DEEMED WITHDRAWNlot treating all tenders by a particular taxpayer as a single lot and will limit its purchase in each case to the designated minimum of shares to be purchased.

CONDITIONAL TENDER OF SHARES. Under certain circumstances set forth in Section 1 above, the Company may prorate the number of Shares purchased pursuant Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, Shares tendered at or below the purchase price prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 1413, the number of Shares to be purchased from a particular shareholder might may affect the tax consequences treatment of the purchase to such the shareholder of such purchase and such the shareholder's decision whether to tender. Accordingly, a shareholder may tender Shares subject to the condition that a specified minimum number, if any, number of the shareholder's Shares tendered pursuant to a Letter of Transmittal must be purchased if any Shares tendered are purchased, and any . Any shareholder wishing desiring to make such a conditional tender should must so indicate in the box captioned entitled "Conditional Tender" on in the Letter of Transmittal and, if applicable, on and indicate the Notice of Guaranteed Delivery. It is the tendering shareholder's responsibility to calculate such minimum number of Shares, and Shares that must be purchased if any are to be purchased. We recommend that each shareholder is urged to consult with his or her own financial or tax advisoradvisors. After the Offer expires, if the number of Shares properly tendered at prices at or below the purchase price selected by us and not properly withdrawn would have an aggregate purchase price in excess of $150 million, so that we must prorate our acceptance of and payment for tendered Shares, we will calculate a preliminary proration percentage based upon all Shares properly tendered, conditionally or unconditionally. If the effect of accepting tenders on a pro rata basis is this preliminary proration would be to reduce the number of Shares to be purchased from any shareholder below the minimum number so specified, such the tender will automatically be deemed regarded as withdrawn (except as 20 provided in the next paragraph), and the . All Shares tendered by a shareholder subject to a conditional tender and regarded as withdrawn as a result of proration will be returned at our expense. After giving effect to such shareholder as soon as practicable after these withdrawals, we will accept the Expiration Date. Howeverremaining Shares properly tendered, conditionally or unconditionally, on a pro rata basis, if so many necessary. If conditional tenders would otherwise be deemed regarded as withdrawn that and would cause the total number of Shares to be purchased falls to fall below 700,000 the number that would yield an aggregate purchase price of $150 million (or such greater number of Shares as we may elect to purchase, such additional Shares not to exceed 2% of our outstanding Shares (approximately 559,274 Shares, )) then, to the extent feasible, the Company will identify conditional tenders from shareholders who tender all of their Shares and we will select enough of such the conditional tenders which that would otherwise have been deemed withdrawn to permit us to purchase such desired that number of SharesShares that would yield an aggregate purchase price of $150 million (or such greater number of Shares as we may elect to purchase). In selecting among such the conditional tenders, the Company we will select by random lot, treating all tenders by a particular shareholder as a single lot, and will limit our purchase in each case to the designated minimum number of Shares to be purchased. IN THE EVENT OF PRORATIONTo be eligible for purchase by random lot, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED AND WILL THEREBY BE DEEMED WITHDRAWNshareholders whose Shares are conditionally tendered must have tendered all of their Shares.