Common use of Guaranteed Delivery Clause in Contracts

Guaranteed Delivery. A stockholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available and cannot be delivered to the Depositary prior to the expiration time of the Offer, or who cannot complete the procedure for book-entry transfer prior to the expiration time of the Offer, or who cannot deliver all required documents to the Depositary prior to the expiration time of the Offer, may tender such Shares by satisfying all of the requirements set forth below: • such tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) prior to the expiration time of the Offer; and • the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within two NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE is open for business. The Notice of Guaranteed Delivery may be delivered to the Depositary or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Table of Contents

Guaranteed Delivery. A stockholder shareholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available and cannot be delivered to the Depositary prior to the expiration time of the OfferExpiration Date, or who cannot complete the procedure for book-entry transfer prior to the expiration time of the OfferExpiration Date, or who cannot deliver all required documents to the Depositary prior to the expiration time of the OfferExpiration Date, may tender such Shares by satisfying all of the requirements set forth below: • such tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) prior to the expiration time of the OfferExpiration Date; and • the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within two NYSE three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE NASDAQ Global Select Market is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or mailed transmitted by telegram or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Table of Contents.

Guaranteed Delivery. A stockholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available and cannot be delivered to the Depositary on or prior to the expiration time of the OfferExpiration Time, or who cannot complete the procedure for book-entry transfer on or prior to the expiration time of the OfferExpiration Time, or who cannot deliver all required documents to the Depositary on or prior to the expiration time of the OfferExpiration Time, may tender such Shares by satisfying all of the requirements set forth below: • such tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) on or prior to the expiration time of the OfferExpiration Time; and • the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of TransmittalTransmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within two NYSE three NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE NASDAQ is open for business. The Notice of Guaranteed Delivery may be delivered transmitted to the Depositary by telegram, facsimile transmission or mailed to the Depositary mail and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Table of Contents.

Guaranteed Delivery. A stockholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available and cannot be delivered to the Depositary prior to the expiration time of the Offer, or who cannot complete the procedure for book-entry transfer prior to the expiration time of the Offer, or who cannot deliver all required documents to the Depositary prior to the expiration time of the Offer, may tender such Shares by satisfying all of the requirements set forth below: • such tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) prior to the expiration time of the OfferExpiration Date; and • the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within two NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE NASDAQ is open for business. The Notice of Guaranteed Delivery may be delivered by overnight courier to the Depositary or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Table Shares tendered by a Notice of ContentsGuaranteed Delivery will not be deemed validly tendered

Guaranteed Delivery. A stockholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available and cannot be delivered to the Depositary on or prior to the expiration time of the OfferExpiration Date, or who cannot complete the procedure for book-entry transfer on or prior to the expiration time of the OfferExpiration Date, or who cannot deliver all required documents to the Depositary on or prior to the expiration time of the OfferExpiration Date, may tender such Shares by satisfying all of the requirements set forth below: • such tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) on or prior to the expiration time of the OfferExpiration Date; and • the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of TransmittalTransmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s 's Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within two three NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. A “"trading day” " is any day on which the NYSE is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or mailed transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Table of Contents.

Guaranteed Delivery. A stockholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available and cannot be delivered to the Depositary prior to the expiration time of the OfferExpiration Date, or who cannot complete the procedure for book-entry transfer prior to the expiration time of the OfferExpiration Date, or who cannot deliver all required documents to the Depositary prior to the expiration time of the OfferExpiration Date, may tender such Shares by satisfying all of the requirements set forth below: • such tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary (as provided below) prior to the expiration time of the OfferExpiration Date; and • the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of TransmittalTransmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within two NYSE three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE NASDAQ Global Select Market (“NASDAQ”) is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or mailed transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Table of Contents.

Guaranteed Delivery. A stockholder shareholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available and cannot be delivered to the Depositary prior to the expiration time of the OfferExpiration Date, or who cannot complete the procedure for book-entry transfer prior to the expiration time of the OfferExpiration Date, or who cannot deliver all required documents to the Depositary prior to the expiration time of the OfferExpiration Date, may tender such Shares by satisfying all of the requirements set forth below: • such tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) prior to the expiration time of the OfferExpiration Date; and Table of Contents • the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within two NYSE three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE NASDAQ Stock Market is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or mailed transmitted by telegram or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Table of Contents.

Guaranteed Delivery. A stockholder who desires to tender Shares pursuant to the Offer and whose Share certificates for Shares are not immediately available and cannot be delivered to the Depositary prior to the expiration time of the OfferExpiration Date, or who cannot complete the procedure for book-entry transfer prior to the expiration time of the OfferExpiration Date, or who cannot deliver all required documents to the Depositary prior to the expiration time of the OfferExpiration Date, may tender such Shares by satisfying all of the requirements set forth below: • such tender is made by or through an Eligible Institution; • a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) prior to the expiration time of the OfferExpiration Date; and • the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of TransmittalTransmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within two NYSE 3 trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE NASDAQ Global Market (“Nasdaq”) is open for business. The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or mailed transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. Table Notwithstanding any other provision of Contentsthis Offer to Purchase, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt of the Depositary of (i) certificates