Common use of Entry Transfer Clause in Contracts

Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Entry Transfer. The Depositary will make a request to establish an account with respect to the Shares at DTC the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system of DTC may make a book-entry delivery of Shares by causing DTC the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC the Book-Entry Transfer Facility in accordance with DTC’s the Book-Entry Transfer Facility procedures for such transfer. However, although Although delivery of Shares may be effected through book-entry transfer at DTCthe Book-Entry Transfer Facility prior to the Expiration Date, either (i) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s 's Message in lieu of the Letter of Transmittal, connection with a book-entry transfer and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses the address set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with (ii) the guaranteed delivery procedures described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarymust be complied with. Signature GuaranteesGuarantee. No signature guarantee is required Signatures on the Letter of Transmittal must be guaranteed by a member in good standing of the Securities Transfer Agents Medallion Program, or by any other bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as such term is defined in Rulel7Ad-15 under the Exchange Act (each of the foregoing being referred to as an "Eligible Institution" and collectively, as "Eligible Institutions"), unless the Shares tendered thereby are tendered (i) if the Letter by a registered holder of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have who has not completed either the box entitled “labeled "Special Delivery Instructions” " or the box entitled “labeled "Special Payment Instructions” " on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of If the Letter of Transmittal. If a Share Certificate is certificates evidencing Shares are registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made made, or delivered to, or a Share Certificate not accepted certificates for payment or not tendered is unpurchased Shares are to be issued inor returned to, the name(s) of a person or persons other than the registered holder(s)owner or owners, then the Share Certificate tendered certificates must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) name or names of the registered holder(s) owner or owners appear on the Share Certificatecertificates, with the signature(s) signatures on such Share Certificate the certificates or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of to the Letter of Transmittal.

Entry Transfer. The Depositary will establish an account accounts with respect to the Shares at DTC each Book-Entry Transfer Facility for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in any of the system of DTC Book-Entry Transfer Facility systems may make a book-entry delivery of Shares by causing DTC a Book- Entry Transfer Facility to transfer such Shares into the Depositary’s account at DTC 's account, in accordance with DTC’s such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at DTCa Book-entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, guarantees and any other required documents, documents must, in any case, be transmitted to and received by by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described procedure set forth below under “Guaranteed Delivery.” must be complied with. Delivery of documents to DTC a Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required Signatures on the Letter all Letters of Transmittal (and, if required, any supplement thereto) must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program (an "Eligible Institution"), unless the Shares tendered thereby are tendered (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes holder of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have who has not completed either the box entitled “labeled "Special Payment Instructions" or "Special Delivery Instructions” or the box entitled “Special Payment Instructions” " on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of set forth in the Letter of Transmittal. If a Share Certificate is the certificates evidencing Shares are registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted certificates for payment or not tendered is unpurchased Shares are to be issued inor returned to, the name(s) of a person or persons other than the registered holder(s)holder, then the Share Certificate tendered certificates must be issued or returned to, a person other than the registered holder, then the tendered certificates must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) name or names of the registered holder(s) holder or holders appear on the Share Certificatecertificates, with the signature(s) signatures on such Share Certificate the certificates or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of set forth in the Letter of Transmittal.

Entry Transfer. The Depositary will make a request to establish an account accounts with respect to the Shares at DTC the Book-Entry Transfer Facilities for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC any Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing DTC such Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC such Book-Entry Transfer Facility in accordance with DTC’s such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTCa Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s 's Message in lieu of connection with a book-entry transfer, and any other documents required by the Letter of Transmittal, and any other required documents, must, must in any case, case be received 5 8 by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarymust be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Signature Guarantees. No signature guarantee is required Signatures on the Letter Letters of Transmittal must be guaranteed by a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (each of the foregoing being referred to as an "Eligible Institution"), except in cases where Shares are tendered (i) if the Letter of Transmittal is signed by the a registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have Stockholder who has not completed either the box entitled “labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions” or the box entitled “Special Payment Instructions” " on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction Instructions 1 and 5 of the Letter of Transmittal. If a the Share Certificate is Certificates are registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered tomade, or a Share Certificate Certificates not accepted for payment or not tendered is are to be issued inreturned, the name(s) of to a person or persons other than the registered holder(s)Stockholder, then the Share Certificate Certificates must be endorsed or accompanied by appropriate duly executed stock powers, in either case case, signed exactly as the name(s) name of the registered holder(s) appear Stockholder appears on the Share Certificatesuch certificates, with the signature(s) signatures on such Share Certificate certificates or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittalaforesaid. See Instructions 1 and 5 of the Letter of Transmittal. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) must accompany each such delivery. Guaranteed Delivery. If a Stockholder desires to tender Shares pursuant to the Offer and such Stockholder's Share Certificates are not immediately available, or such Stockholder cannot deliver the Share Certificates and all other required documents in time to reach the Depositary on or prior to the Expiration Date, or such Stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser with this Offer to Purchase, is received by the Depositary as provided below on or prior to the Expiration Date; and (iii) the Share Certificates (or a Book-Entry Confirmation), representing all tendered Shares in proper form for transfer, together with the Letter of Transmittal (or a facsimile thereof) properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message) and any other documents required by the Letter of Transmittal are received by the Depositary within three Nasdaq National Market trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the Stockholder owns Shares tendered within the meaning of, and that the tender of Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in such Notice of Guaranteed Delivery. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share Certificates for, or of Book-Entry 6 9 Confirmation with respect to, such Shares, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message), and any other documents required by the Letter of Transmittal. Accordingly, payment might not be made to all tendering Stockholders at the same time and will depend upon when Share Certificates or Book-Entry Confirmations of such Shares are received into the Depositary's account at a Book-Entry Transfer Facility. Under no circumstances will interest be paid on the purchase price of the Shares to be paid by Purchaser, regardless of any extension of the Offer or any delay in making such payment. Appointment as Proxy. By executing the Letter of Transmittal, a tendering Stockholder irrevocably appoints designees of Purchaser and each of them as such Stockholder's attorneys-in-fact and proxies, with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such Stockholder's rights with respect to Shares tendered by such Stockholder and accepted for payment by Purchaser (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date hereof). All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney and proxies given by such Stockholder with respect to such Shares (and such other Shares and securities) will be revoked without further action, and no subsequent powers of attorney and proxies may be given nor any subsequent written consents executed (and, if given or executed, will not be deemed effective). The designees of Purchaser will, with respect to Shares (and such other Shares and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of such Stockholder as they, in their sole discretion, may deem proper at any annual or special meeting of the Company's Stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's payment for such Shares, Purchaser must be able to exercise full voting and other rights with respect to such Shares and other securities, including rights in respect of voting at any meeting of Stockholders and acting by such written consent. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser in its sole discretion, which determination shall be final and binding on all parties. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may in the opinion of its counsel be unlawful. Purchaser also reserves the absolute right to waive any of the conditions of the Offer (other than the Minimum Condition) or any defect or irregularity in any tender of Shares of any particular Stockholder whether or not similar defects or irregularities are waived in the case of other Stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Parent, Purchaser, any of their affiliates or assigns, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding on all parties. Backup Federal Income Tax Withholding and Substitute Form W-9. Under the "backup withholding" provisions of federal income tax law, the Depositary may be required to withhold 31% of the amount of any payments of cash pursuant to the Offer. In order to avoid backup withholding, each Stockholder surrendering Shares in the Offer must, unless an exemption applies, provide the payer of such cash with such Stockholder's correct taxpayer identification number ("TIN") on a substitute Form W-9 and certify, under penalties of perjury, that such TIN is correct and that such Stockholder is not subject to backup withholding. If a Stockholder does not provide its correct TIN or fails to provide the certifications described above, the Internal Revenue Service ("IRS") may impose a penalty on such Stockholder, and payment of cash to such Stockholder pursuant to the Offer may be subject to backup withholding of 31%. All Stockholders surrendering Shares pursuant to the Offer should complete and sign the substitute Form W-9 included in the Letter of Transmittal to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Depositary). Certain Stockholders (including, among others, all 7 10 corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign Stockholders should complete and sign a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 10 of the Letter of Transmittal. Other Requirements. Purchaser's acceptance for payment of Shares tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering Stockholder and Purchaser, upon the terms and subject to the conditions of the Offer, including the tendering Stockholder's representation and warranty that the Stockholder is the holder of Shares within the meaning of, and that the tender of Shares complies with, Rule 14e-4 under the Exchange Act. 4.

Entry Transfer. The Depositary will establish an account depositary has established accounts with respect to the Shares shares at DTC the book-entry transfer facility for purposes of the Offer within two business days after the date of this Offer to PurchaseOffer. Any financial institution that is a participant in the system of DTC the book-entry transfer facility may make a book-entry delivery of Shares shares by causing DTC the book-entry transfer facility to transfer such Shares shares into the Depositary’s depositary's account at DTC the book-entry transfer facility in accordance with DTC’s the book-entry transfer facility's procedures for such transfer. However, although delivery of Shares shares may be effected through book-entry transfer into the depositary's account at DTCthe book-entry transfer facility, either the Letter letter of Transmittal transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittalagent's message, and any other required documents, documents must, in any case, be transmitted to and received by the Depositary depositary at one of its addresses set forth on the back cover of this Amended and Restated Offer to Purchase on or prior to the Expiration Dateexpiration date, or the tendering stockholder must comply with the guaranteed delivery procedures described set forth below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarymust be complied with. REQUIRED DOCUMENTS MUST BE TRANSMITTED TO AND RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER PAGE OF THIS AMENDED AND RESTATED OFFER TO PURCHASE. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING, WITHOUT LIMITATION, DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, WE RECOMMEND THAT YOU DELIVER BY OVERNIGHT COURIER OR REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND OBTAIN PROPER INSURANCE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Signature Guarantees. No signature guarantee is required on the Letter letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, transmittal for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.thereby if:

Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing DTC the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC the Book-Entry Transfer Facility in accordance with DTC’s the Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTCthe Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof)Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s 's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarybelow. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees. No signature guarantee is required Signatures on the Letter all Letters of Transmittal must be guaranteed by a firm that is a member of the Medallion Signature Guarantee Program, or by any other "eligible guarantor institution", as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"), except in cases where Shares are tendered (i) if the Letter by a registered holder of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have who has not completed either the box entitled “"Special Delivery Payment Instructions” " or the box entitled “"Special Payment Delivery Instructions” " on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered tomade, or a Share Certificate not accepted for payment or not tendered is to be issued inreturned, the name(s) of to a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear appear(s) on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.Share

Entry Transfer. The Depositary will establish an account accounts with respect to the Shares at DTC the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing DTC the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC the Book-Entry Transfer Facility in accordance with DTC’s the Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTCthe Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal's Message, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarybelow. Signature GuaranteesDELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. No signature guarantee is required SIGNATURE GUARANTEES. Signatures on the Letter all Letters of Transmittal must be guaranteed by a firm that is a member of the Security Transfer Agent Medallion Signature Program, or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being referred to as an "Eligible Institution"), except in cases where Shares are tendered (i) if the Letter by a registered holder of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have who has not completed either the box entitled “"Special Delivery Payment Instructions” " or the box entitled “"Special Payment Delivery Instructions” " on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered tomade, or a Share Certificate not accepted for payment or not tendered is to be issued inreturned, the name(s) of to a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of TransmittalInstitution. See Instructions 1 and 5 of the Letter of Transmittal.

Entry Transfer. The Depositary will make a request to establish an account with respect to the Shares at DTC each Book-Entry Transfer Facility for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in any of the system of DTC Book-Entry Transfer Facilities' systems may make a book-entry delivery of Shares by causing DTC a Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC a Book-Entry Transfer Facility in accordance with DTC’s such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTCa Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an 9 10 Agent’s 's Message in lieu of the Letter of Transmittalconnection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to, and received by by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder shareholder must comply with the guaranteed delivery procedures procedure described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarybelow. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Signature Guarantees. No signature guarantee is required on the Letter of Transmittal if (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s any of the Book-Entry Transfer Facilities' systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless therewith and such registered holder or holders have has not completed either the box entitled “"Special Delivery Instructions” " or the box entitled “"Special Payment Instructions” " on the Letter of Transmittal or (ii) if the such Shares are tendered for the account of a financial institution (including most commercial banksbank, broker, dealer, credit union, savings and loan associations and brokerage houses) association or other entity that is a member in good standing of the Security Transfer Agents a recognized Medallion Program approved by The Securities Transfer Association, Inc. or any other “eligible guarantor institution,” "Eligible Guarantor Institution" as such term is defined in Rule 17Ad-15 of under the Exchange Act (each such member, an “"Eligible Institution” and collectively “Eligible Institutions”"). In all other cases, all signatures on a the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.5

Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC Book-Entry Transfer Facility's systems may make a book-entry delivery transfer of Shares by causing DTC the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC in accordance with DTC’s the Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTCtransfer, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s 's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to by the Expiration Date, or the tendering stockholder shareholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.” Delivery below. The confirmation of documents to DTC does not constitute delivery to a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "BOOK-ENTRY CONFIRMATION." The Letter of Transmittal, and any other documents required therein, must be transmitted to and received by the Depositary at one of the addresses set forth on the back cover of this Offer to Purchase. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature GuaranteesGuarantees and Stock Powers. No signature guarantee is required Except as otherwise provided below, all signatures on the a Letter of Transmittal (i) if the Letter of Transmittal is signed must be guaranteed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member participant in good standing of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Stock Exchange Act Medallion Program (each an “Eligible Institution” "ELIGIBLE INSTITUTION"). Most commercial banks, savings and collectively “loans associations and brokerage houses are Eligible Institutions”). In all other cases, all signatures Signatures on a Letter of Transmittal must need not be guaranteed (a) if the Letter of Transmittal is signed by the registered holder (which term, for purposes of this section, includes any participant in any of the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction Instructions 1 and 5 of the Letter of Transmittal. If a Share Certificate is the certificates for Shares are registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered to, certificates for Shares not tendered or a Share Certificate not accepted for payment or not tendered is are to be issued in, the name(s) of returned to a person or persons other than the registered holder(s)holder of the certificates surrendered, then the Share Certificate tendered certificates must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) name or names of the registered holder(s) holders or owners appear on the Share Certificatecertificates, with the signature(s) signatures on such Share Certificate the certificates or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittaldescribed above. See Instructions 1 and 5 of the Letter of Transmittal.

Entry Transfer. The U.S. Depositary will establish an account at the Book-Entry Transfer Facility with respect to ADSs held in book-entry form for the Shares at DTC for purposes of the Offer within two 2 business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system of DTC may make a book-entry delivery of Shares ADSs by causing DTC the Book-Entry Transfer Facility to transfer such Shares ADSs into the U.S. Depositary’s 's account at DTC the Book-Entry Transfer Facility in accordance with DTC’s procedures the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares ADSs evidenced by ADRs may be effected through book-entry transfer at DTCthe U.S. Depositary's account at the Book-Entry Transfer Facility, either either: - the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, ; or - an Agent’s 's Message in lieu of the Letter of Transmittal, and any other required documents, must, must in any case, be received by by, the U.S. Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositary. Signature GuaranteesDELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE U.S. DEPOSITARY. SIGNATURE GUARANTEES. No signature guarantee is required on the Letter of Transmittal (i) Transmittal: - if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner holder of the Shares) of the Shares ADSs tendered therewith, unless such holder or holders have has completed either the box entitled “"Special Delivery Instructions” " or the box entitled “"Special Payment Instructions” " on the Letter of Transmittal Transmittal; or (ii) - if the Shares ADSs are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) firm that is a member participating in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “"Eligible Institution” and collectively “Eligible Institutions”"). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate an ADR is registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate an ADR not accepted for payment or not tendered is to be issued inin the name of, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate ADR must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share CertificateADR, with the signature(s) on such Share Certificate ADR or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC each Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any , and any financial institution that is a participant in any of the system of DTC Book-Entry Transfer Facilities' systems may make a book-entry delivery of Shares by causing DTC a Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC a Book-Entry Transfer Facility in accordance with DTC’s such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTCa Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal's Message, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, Date or the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarymust be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Signature Guarantees. No signature guarantee is required Signatures on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter Letters of Transmittal must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. ("NASD") or a commercial bank or trust company having an office or correspondent in the United States (each of the foregoing being referred to as an "Eligible Institution"), unless the Shares tendered thereby are 6 9 tendered (i) by a registered Shareholder who has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal, or (ii) for the account of an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered tomade, or a Share Certificate is not accepted for payment or is not tendered and is to be issued in, the name(s) of returned to a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittaldescribed above. See Instructions 1 and 5 of the Letter of Transmittal.

Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing DTC a Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC in accordance with DTC’s the procedures for of such transferBook-Entry Transfer Facility. However, although delivery of Shares may be effected through book-entry transfer at DTCtransfer, either the Letter of Transmittal (or a manually signed facsimile thereof), ) properly completed and duly executed, together with any required signature guarantees, guarantees or an Agent’s 's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarymust be complied with. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees. No signature guarantee is required Signatures on the Letter all Letters of Transmittal must be guaranteed by a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office or correspondent in the United States (ieach of the foregoing, an "Eligible Institution"), except in cases where (a) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) holder of the Shares tendered therewith, unless therewith and such holder or holders have has not completed either the box entitled “"Special Delivery Payment Instructions” " or the box entitled “"Special Payment Delivery Instructions” " on the Letter of Transmittal Transmittal, or (iib) if the such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Stock Certificate is registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered tomade, or a Share Stock Certificate not accepted for payment or not tendered is to be issued inreturned, the name(s) of to a person or persons other than the registered holder(s), then the Share Stock Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Stock Certificate, with the signature(s) on such Share Stock Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittaldescribed above. See Instructions 1 and 5 of the Letter of Transmittal.

Entry Transfer. The Depositary will make a request to establish an account with respect to the Shares at DTC the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing DTC the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC the Book-Entry Transfer Facility in accordance with DTC’s the Book-Entry Transfer Facility's procedures for such the transfer. However, although Although delivery of Shares may be effected through book-entry transfer into the Depositary's account at DTCthe Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s 's Message in lieu of the Letter of Transmittalconnection with a book-entry transfer, and any other required documents, documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described procedure set forth below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarymust be complied with. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees. No signature guarantee is required Signatures on the Letter all Letters of Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (an "Eligible Institution"), unless the Shares tendered thereby are tendered (i) if the Letter by a registered holder of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have who has not completed either the box entitled “labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions” or the box entitled “Special Payment Instructions” " on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a the Share Certificate is Certificates are registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted Certificates for payment or not tendered is unpurchased Shares are to be issued inor returned to, the name(s) of a person or persons other than the registered holder(s)holder, then the tendered Share Certificate Certificates must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) name or names of the registered holder(s) holder or holders appear on the Share CertificateCertificates, with the signature(s) signatures on such the Share Certificate Certificates or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal. If the Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) must accompany each such delivery.

Entry Transfer. The Depositary will make a request to establish an account accounts with respect to the Shares at DTC the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing DTC the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s 's account at DTC the Book-Entry Transfer Facility in accordance with DTC’s the Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTCthe Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s 's Message in lieu of connection with a book-entry transfer, and any other documents required by the Letter of Transmittal, and any other required documents, must, must in any case, case be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarymust be complied with. Signature GuaranteesDELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. No signature guarantee is required on the Letter of Transmittal THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (i) if the Letter of Transmittal is signed by the registered holder(s) (which termINCLUDING, for purposes of this Section 3IN THE CASE OF BOOK-ENTRY TRANSFER, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”BY BOOK-ENTRY CONFIRMATION). In all other casesIF DELIVERY IS BY MAIL, all signatures on a Letter of Transmittal must be guaranteed by an Eligible InstitutionREGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers of the Letter of TransmittalIN ALL CASES, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of TransmittalSUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Entry Transfer. The Depositary will establish an account with respect to the Series A Shares at DTC the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any , and any financial institution that is a participant in of the system of DTC Book-Entry Transfer Facility's systems may make a book-entry delivery of Series A Shares by causing DTC the Book-Entry Transfer Facility to transfer such Series A Shares into the Depositary’s 's account at DTC a Book-Entry Transfer Facility in accordance with DTC’s such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Series A Shares may be effected through book-entry transfer at DTCa Book-Entry Transfer Facility, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal's Message, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, Date or the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.” Delivery of documents to DTC does not constitute delivery to the Depositarymust be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Signature Guarantees. No signature guarantee is required Signatures on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder or holders have completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter Letters of Transmittal must be guaranteed by a member firm of a registered national securities exchange which is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, or by a commercial bank or trust company having an office or correspondent in the United States (each of the foregoing being referred to as an "Eligible Institution"), unless the Series A Shares tendered thereby are tendered (i) by a registered stockholder who has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal, or (ii) for the account of an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signers signer of the Letter of Transmittal, or if payment is to be made or delivered tomade, or a Share Certificate is not accepted for payment or is not tendered and is to be issued in, the name(s) of returned to a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittaldescribed above. See Instructions 1 and 5 of the Letter of Transmittal.