Common use of Procedure for Deficient Items Clause in Contracts

Procedure for Deficient Items. 5.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent shall (a) Mellon will examine any certificate representing the Shares, Letter of TransmittalTransmittal (or facsimile thereof), Notice of Guaranteed Delivery, Delivery or Agent’s 's Message and any other document (including any checks or money orders payable to the Purchaser) required by the Letter of Transmittal that is received by Agent as depositary Mellon to determine whether any tender may be defective. In the event Agent Mellon concludes that (i) any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s 's Message or other document has been improperly completed, executed or transmitted, (ii) any certificate representing of the certificates for Shares is not in proper form for transfer (as required by the aforesaid instructions) (iii) service fee checks or money orders ("service fee checks") are not properly executed or timely received, or (iv) if some other irregularity in connection with the tender of the Shares exists, Agent then Mellon is authorized, subject to 8.2 subsection (b) below, to advise the tendering stockholder stockholder, or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent , but Mellon is not authorized to accept any tender that is not made in accordance with the terms and subject to the conditions set forth in the Offer, or any other tender which Agent Mellon deems to be defective, unless Agent Mellon shall have received from the Purchaser the applicable Letter of Transmittal that was surrendered (or if the tender was made by means of a Confirmation containing an Agent’s 's Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 (b) Promptly upon concluding that any tender is defective, Agent shall Mellon shall, after consultation with Purchaser, use reasonable efforts in accordance with Agent’s Mellon's regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares certificates and/or service fee checks involved to such person in the manner described in Article I, Section 8 12 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any particular Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent Mellon shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 (c) If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, Mellon shall pro rate the Shares pursuant to (i) the terms and conditions of the Offer to Purchase and (ii) any instructions provided to Mellon by Purchaser shall provide Agent with instructions regarding proration as soon as practicablesuch proration. Agent Mellon shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder shareholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date. 5.4 If any such deficiency with respect to any certificated Shares is neither corrected nor waived prior to the offer expiration date, Agent shall: (a) convert the shared represented by such certificate to a Book Entry position and (b) send to such holder a defect letter describing the applicable defects and asking that the deficiencies be corrected.

Procedure for Deficient Items. 5.1 Agent shall (a) Mellon will examine any certificate representing the Shares, Letter of TransmittalTransmittal (or facsimile thereof), Notice of Guaranteed Delivery, Delivery or Agent’s 's Message and any other document (including any checks or money orders payable to the Purchaser) required by the Letter of Transmittal that is received by Agent as depositary Mellon to determine whether any tender may be defective. In the event Agent Mellon concludes that (i) any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s 's Message or other document has been improperly completed, executed or transmitted, (ii) any certificate representing of the certificates for Shares is not in proper form for transfer (as required by the aforesaid instructions) (iii) service fee checks or money orders (“service fee checks”) are not properly executed or timely received, or (iv) if some other irregularity in connection with the tender of the Shares exists, Agent then Mellon is authorized, subject to 8.2 subsection (b) below, to advise the tendering stockholder stockholder, or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent , but Mellon is not authorized to accept any tender that is not made in accordance with the terms and subject to the conditions set forth in the Offer, or any other tender which Agent Mellon deems to be defective, unless Agent Mellon shall have received from the Purchaser the applicable Letter of Transmittal that was surrendered (or if the tender was made by means of a Confirmation containing an Agent’s 's Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 (b) Promptly upon concluding that any tender is defective, Agent shall Mellon shall, after consultation with Purchaser, use reasonable efforts in accordance with AgentMellon’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares certificates and/or service fee checks involved to such person in the manner described in Article I, Section 8 12 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any particular Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent Mellon shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 (c) If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, Mellon shall pro rate the Shares pursuant to (i) the terms and conditions of the Offer to Purchase and (ii) any instructions provided to Mellon by Purchaser shall provide Agent with instructions regarding proration as soon as practicablesuch proration. Agent Mellon shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 8.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 8.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject the Shares to such person in the manner described in Article I, Section 8 11 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 8.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent shall (a) Mellon will examine any certificate representing the Shares, Letter of TransmittalTransmittal (or facsimile thereof), Notice of Guaranteed Delivery, Delivery or Agent’s 's Message and any other document (including any checks or money orders payable to the Purchaser) required by the Letter of Transmittal that is received by Agent as depositary Mellon to determine whether any tender may be defective. In the event Agent Mellon concludes that (i) any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s 's Message or other document has been improperly completed, executed or transmitted, (ii) any certificate representing of the certificates for Shares is not in proper form for transfer (as required by the aforesaid instructions), (iii) service fee checks or money orders (“service fee checks”) are not properly executed or timely received, or (iv) if some other irregularity in connection with the tender of the Shares exists, Agent then Mellon is authorized, subject to 8.2 subsection (b) below, to advise the tendering stockholder stockholder, or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent , but Mellon is not authorized to accept any tender that is not made in accordance with the terms and subject to the conditions set forth in the Offer, or any other tender which Agent Mellon deems to be defective, unless Agent Mellon shall have received from the Purchaser the applicable Letter of Transmittal that was surrendered (or if the tender was made by means of a Confirmation containing an Agent’s 's Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 (b) Promptly upon concluding that any tender is defective, Agent shall Mellon shall, after consultation with Purchaser, use reasonable efforts in accordance with AgentMellon’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares certificates and/or service fee checks involved to such person in the manner described in Article I, Section 8 12 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any particular Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent Mellon shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 (c) If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent Mellon with instructions regarding the need for proration and Mellon, upon receipt of such instructions, shall confirm the proration factor with Purchaser, as soon as practicable. Agent Mellon shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 8.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 8.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 11 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 8.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder shareholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent shall (a) Mellon will examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Delivery or Agent’s 's Message and any other document (including any checks or money orders payable to the Purchaser) required by the Letter of Transmittal that is received by Agent as depositary Mellon to determine whether any tender may be defective. In the event Agent Mellon concludes that (i) any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s 's Message or other document has been improperly completed, executed or transmitted, (ii) any certificate representing of the certificates for Shares is not in proper form for transfer (as required by the aforesaid instructions), (iii) service fee checks or money orders (“service fee checks”) are not properly executed or timely received, or (iv) if some other irregularity in connection with the tender of the Shares exists, Agent then Mellon is authorized, subject to 8.2 subsection (b) below, to advise the tendering stockholder stockholder, or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent , but Mellon is not authorized to accept any tender that is not made in accordance with the terms and subject to the conditions set forth in the Offer, or any other tender which Agent Mellon deems to be defective, unless Agent Mellon shall have received from the Purchaser the applicable Letter of Transmittal relating to the defective tender (or if the tender was made by means of a Confirmation containing an Agent’s 's Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 (b) Promptly upon concluding that any tender is defective, Agent Mellon shall use reasonable efforts in accordance with AgentMellon’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares certificates and/or service fee checks involved to such person in the manner described in Article I, Section 8 12 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any particular Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent Mellon shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any particular Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 (c) If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent Mellon with instructions regarding the need for proration and Mellon, upon receipt of such instructions, shall confirm the proration factor with Purchaser, as soon as practicable. Agent Mellon shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 5.2 below, to advise the tendering stockholder shareholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date. 5.4 If any such deficiency with respect to any certificated Shares is neither corrected nor waived prior to the offer expiration date, Agent shall: (a) convert the shared represented by such certificate to a Book Entry position and (b) send to such holder a defect letter describing the applicable defects and asking that the deficiencies be corrected.

Procedure for Deficient Items. 5.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to Article III, Section 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 5.2 below, to advise the tendering stockholder shareholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date. 5.4 If any such deficiency with respect to any certificated Shares is neither corrected nor waived prior to the offer expiration date, Agent shall: (a) convert the shared represented by such certificate to a Book Entry position and (b) send to such holder a defect letter describing the applicable defects and asking that the deficiencies be corrected.

Procedure for Deficient Items. 5.1 Agent (a) Mellon shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is and certificates for the Old Shares received by it as Exchange Agent as depositary to determine ascertain whether any tender may be defectivethey appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal. In the event Agent concludes Mellon determines that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message Transmittal does not appear to have been properly completed or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offerexecuted, or any other tender which Agent deems to be defective, unless Agent shall have received from where the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject certificates representing Old Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it do not appear to be in proper form for surrender, or any other deficiency in connection with the surrender appears to exist, Mellon will follow, where possible, its regular procedures to attempt to cause such deficiency to be corrected. Mellon is not authorized to waive any deficiency in connection with the surrender, unless the Company provides written authorization to waive the deficiency. (b) If an exchange of Old Shares is required to be made to a person other than the person in whose name a surrendered certificate is registered, Mellon will issue no certificate for New Shares or any Check until the certificate for Old Shares so surrendered has been properly endorsed (or otherwise put in proper form for transfer) and the person requesting such exchange has paid any transfer or other taxes or governmental charges required by reason of such exchange in a name other than that of the registered holder of the certificate surrendered or has established to determine whether the acceptance of Mellon's satisfaction that such tax or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility charge either has been paid or is not payable. Any tax information with respect to these determinations. To such payment which Mellon is required to report pursuant to Section 12 of this Agreement shall list the extent permitted registered holder of the certificate as the payee. (c) If any such deficiency is neither corrected nor waived, Mellon shall return to the surrendering stockholder (at Mellon's option by applicable laweither first class mail under a blanket surety bond or insurance protecting Mellon, the Purchaser also reserves Target and the absolute right to waive any Company from losses or liabilities arising out of the conditions non-receipt or non-delivery of Old Shares or by registered mail insured separately for the Offer or any defect or irregularity value of such Old Shares) to such stockholder's address as set forth in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal any certificates for Old Shares surrendered in connection therewith, the related Letters of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message any other documents received with such Old Shares. (including without limitation the determination of whether any tender is complete and properd) Each document received by Mellon relating to Mellon's duties hereunder shall be final dated and bindingtime stamped when received. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 8.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 8.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 11 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 8.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent (a) Mellon shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message the certificates for the Shares and any the other document required documents received by it as disbursing agent to ascertain whether they appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defectiveTransmittal. In the event Agent concludes Mellon determines that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message Transmittal does not appear to have been properly completed or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offerexecuted, or any other tender which Agent deems to be defective, unless Agent shall have received from where the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject certificates representing Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it do not appear to be in proper form and for surrender, or any other deficiency in connection with the surrender appears to determine whether exist, Mellon will follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Mellon is not authorized to waive any deficiency in connection with the acceptance of or payment for surrender, unless Parent provides written authorization to waive such tenders maydeficiency. (b) If any Closing Consideration is required to be made to a person other than the person in whose name a surrendered certificate is registered, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility Mellon will not pay any amount with respect to these determinations. To the extent permitted Shares to which such certificate relates until the certificate for such Shares so surrendered has been properly endorsed (or otherwise put in proper form for transfer). (c) If any such deficiency is neither corrected nor waived, Mellon shall return to the surrendering shareholder (at Mellon’s option by applicable law, the Purchaser also reserves the absolute right to waive any either first class mail under a blanket surety bond or insurance protecting Mellon and Parent from losses or liabilities arising out of the conditions non-receipt or non-delivery of Shares or by registered mail insured separately for the Offer or any defect or irregularity value of such Shares) to such shareholder’s address as set forth in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 If less than all of the certificates for Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Datesurrendered in connection therewith, the Purchaser shall provide Agent related Letters of Transmittal and any other documents received with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Datesuch Shares.

Procedure for Deficient Items. 5.1 Agent shall (a) Mellon, in its capacity as Conversion Agent, will examine any certificate representing the Shares, each Letter of Transmittal, Notice of Guaranteed DeliveryDelivery (if applicable) and certificate representing Preferred Shares, or in the case of a book-entry transfer, an Agent’s Message and Confirmation at the Book-Entry Transfer Facility, as applicable, and any other document required documents delivered or mailed to Mellon by or for holders of Preferred Stock to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (ii) the Preferred Shares have otherwise been properly surrendered for conversion. (b) In each case where Mellon concludes that the Letter of Transmittal that is received by Agent as depositary to determine whether or any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, or any certificate of the certificates representing the Preferred Shares is are not in proper form for transfer or some other irregularity in connection with the tender acceptance of the Shares Conversion Offer exists, Agent is authorizedMellon will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected. (c) The determination of all questions as to validity, subject form, eligibility, acceptance and withdrawal with respect to 8.2 belowcertificates representing Preferred Shares surrendered for conversion shall be made by the Company. With the approval of the President, Chief Financial Officer, any Senior or Executive Vice President, any Vice President, Controller, Treasurer, Assistant Treasurer or the Acting Corporate Secretary of the Company (each, an “Authorized Officer”) (such approval, if given orally, to advise be promptly confirmed in writing), or any other party designated in writing by any such officer, Mellon is authorized to waive any defects, irregularities or conditions of surrender or withdrawal in connection with any surrender of Preferred Stock for conversion or withdrawal thereof pursuant to the tendering stockholder or transmitting Book-Entry Transfer Facility, Conversion Offer. (d) Preferred Shares may be surrendered for conversion only as set forth in the case may be, section of the existence Conversion Offer Prospectus captioned “The Conversion Offer—Procedures for Surrendering Shares of Series A Preferred Stock in the irregularity. Agent is not authorized Conversion Offer” and in the Letter of Transmittal, and such shares shall be considered properly surrendered to accept any tender that is not made Mellon only when surrendered in accordance with the terms and conditions procedures set forth in therein. Notwithstanding the Offerprovisions of this Section 4 to the contrary, or Preferred Shares which any other tender which Agent deems Authorized Officer shall approve as having been properly surrendered for conversion shall be considered to be defectiveproperly surrendered (such approval, unless Agent if given orally, shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written noticebe promptly confirmed in writing), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent (e) Mellon shall use reasonable efforts in accordance with Agent’s regular procedures to notify advise the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility Company with respect to these determinations. To any Preferred Shares received subsequent to the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive Expiration Date and accept any instructions of the conditions Company with respect to disposition of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and bindingsuch Preferred Stock. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 8.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary Depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 8.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 11 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 8.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 7.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message Message, notice of withdrawal (as described in Section 10) and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether (i) such documents reasonably appear to Agent to have been duly executed, properly completed, delivered or transmitted, as the case may be, in accordance with the instructions set forth in the Letter of Transmittal and (ii) any tender may be defective. In the event Agent concludes that any certificate representing Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message Message, notice of withdrawal or other document or transmission has been improperly completed, executed or delivered or transmitted, any Confirmation containing an Agent’s Message or certificate representing Shares, as the Shares case may be, is not in proper form for transfer or some other irregularity in connection with the tender of Shares or the Shares acceptance of the Offer exists, Agent is authorized, subject to 8.2 subsection 7.2 below, to advise the tendering stockholder Holder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems reasonably believes to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 7.2 Promptly upon concluding that any a tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 10 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 7.3 Agent shall accept tenders: (i) in cases where the Shares are registered in two or more names, only if signed by all named Holders; (ii) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity, only when evidence of such person’s authority so to act is submitted, which evidence shall include in all cases a medallion signature guarantee, and the Agent reasonably believes such evidence to be proper; and (iii) from persons other than the registered Holder, provided that normal transfer requirements are fulfilled, including the requirement that a medallion signature guarantee is included. Agent shall accept partial tenders of the Shares where so indicated in the Letter of Transmittal. If applicable, Agent shall deliver certificates representing Shares to Purchaser’s transfer agent for split-up. In the event of a partial tender, as soon as practicable after the termination of the Offer, a direct registration system statement evidencing that the remainder of Shares are held in an electronic book-entry account with a Book-Entry Transfer Facility maintained by Purchaser’s transfer agent will be returned as described in the Letter of Transmittal. 7.4 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, Agent shall notify Purchaser as soon as practicable. In that case, Purchaser may offer to repurchase up to an additional two percent (2%) of Shares outstanding as of the Expiration Date (the “Additional Shares”) and shall notify Agent as soon as practicable of such determination. If the Shares are validly tendered in an amount exceeding the sum of the Repurchase Offer Amount and the Additional Shares, if any, the Shares tendered shall be repurchased on a pro rata basis; provided, however, for Holders who own, beneficially or of record, an aggregate of not more than ten (10) Shares and who tender all of their Shares, all such Shares will be accepted first before pro rating Shares tendered by others. Purchaser shall provide Agent with written instructions to the contrary regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered in the Offer prior to or on the Expiration Date. 7.5 Agent shall promptly advise Purchaser with respect to any Shares received subsequent to the Expiration Date and accept Purchaser’s instructions with respect to the disposition of such Shares.

Procedure for Deficient Items. 5.1 (a) Agent shall examine any certificate each Letter of Transmittal and the accompanying certificates representing the Shares, Shares received by it as exchange agent to ascertain whether they appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes determines that any Letter of TransmittalTransmittal does not appear to have been properly completed or executed, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate where the certificates representing the Shares is do not appear to be in proper form for transfer surrender, or some any other irregularity deficiency in connection with the tender of the Shares existssurrender appears to exist, Agent is authorizedwill follow, subject where possible, its regular procedures to 8.2 below, attempt to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularitycause such irregularity to be corrected. Agent is not authorized to accept waive any tender that is not made deficiency in accordance connection with the terms surrender, unless the Parent provides written authorization to waive such deficiency. (b) If a Letter of Transmittal specifies that payment of any portion of the Initial Merger Consideration and/or Preferred Per Share Amount, as applicable, is to be made to a person other than the registered holder of the Shares represented by a surrendered certificate, Agent will issue no Initial Merger Consideration and/or Preferred Per Share Amount, as applicable, to the person requesting such payment until such Letter of Transmittal has been properly endorsed with the signature medallion guaranteed (or otherwise put in proper form for transfer). (c) If any such deficiency with respect to any certificated Shares is neither corrected nor waived, Agent shall return to the surrendering stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and conditions the Parent from losses or liabilities arising out of the non-receipt or non-delivery of certificates representing the Shares or by registered mail insured separately for the value of such Shares) to such stockholder’s address as set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s MessageTransmittal, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity certificates representing Shares surrendered in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable lawconnection therewith, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter related Letters of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and bindingother documents received with such Shares. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 6.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 6.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 6.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s 's Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 9 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s 's Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 6.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 (i) The Warrant Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is and certificates for the Old Warrants received by Agent it as depositary exchange agent to determine ascertain whether any tender may be defectivethey appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal. In the event the Warrant Agent concludes determines that any Letter of TransmittalTransmittal does not appear to have been properly completed or duly executed, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate where the certificates representing the Shares is Old Warrants do not appear to be in proper form for transfer surrender, or some any other irregularity deficiency in connection with the tender of surrender appears to exist, the Shares existsCompany authorizes and instructs the Warrant Agent to follow, Agent is authorizedwhere possible, subject its regular procedures to 8.2 below, attempt to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularitycause such irregularity to be corrected. The Warrant Agent is not authorized to accept waive any tender that is not made deficiency in accordance connection with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defectivesurrender, unless Agent shall have received from the Purchaser the Company provides written authorization to waive such deficiency, subject to applicable laws and regulations. (ii) If a Letter of Transmittal (specifies that exchange for Old Warrants is to be made to a person other than the person in whose name a surrendered certificate is registered, the Warrant Agent will not issue new certificates representing Warrants or if the tender was made by means credit DTC accounts until such Letter of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender Transmittal has been cured or waived and that such tender has been accepted properly endorsed with a signature guarantee from an eligible guarantor institution approve by the Purchaser. 5.2 Promptly upon concluding Securities Transfer Association, and accompanied by any other evidence of authority that any tender is defectivemay be reasonably required by the Warrant Agent, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be otherwise put in proper form and to determine whether the acceptance of or payment for transfer. (iii) If any such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility deficiency with respect to these determinations. To the extent permitted by applicable lawany certificated Old Warrant is neither corrected nor waived, the Purchaser also reserves Warrant Agent shall: (a) convert the absolute right Warrants represented by such certificate to waive any of a Direct Registration “Book” position, and (b) send to such holder a defect letter describing the conditions of applicable defects and asking that the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall deficiencies be final and bindingcorrected. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 8.1 Agent shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is received by Agent as depositary to determine whether any tender may be defective. In the event Agent concludes that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offer, or any other tender which Agent deems to be defective, unless Agent shall have received from the Purchaser the applicable Letter of Transmittal (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 8.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 11 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form and to determine whether the acceptance of or payment for such tenders may, in the opinion of counsel for the Purchaser, be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinations. To the extent permitted by applicable law, the Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message (including without limitation the determination of whether any tender is complete and proper) shall be final and binding. 5.3 8.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Date, the Purchaser shall provide Agent with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Date.

Procedure for Deficient Items. 5.1 Agent (a) Mellon shall examine any certificate representing the Shares, Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message and any other document required by the Letter of Transmittal that is and certificates (if applicable) for the Old Options received by Agent it as depositary Depositary to determine ascertain whether any tender may be defectivethey appear to have been completed and executed in accordance with the instructions set forth in the Letter of Transmittal. In the event Agent concludes Mellon determines that any Letter of Transmittal, Notice of Guaranteed Delivery, Agent’s Message Transmittal does not appear to have been properly completed or other document has been improperly completed, executed or transmitted, any certificate representing the Shares is not in proper form for transfer or some other irregularity in connection with the tender of the Shares exists, Agent is authorized, subject to 8.2 below, to advise the tendering stockholder or transmitting Book-Entry Transfer Facility, as the case may be, of the existence of the irregularity. Agent is not authorized to accept any tender that is not made in accordance with the terms and conditions set forth in the Offerexecuted, or any other tender which Agent deems to be defective, unless Agent shall have received from where the Purchaser the applicable Letter of Transmittal certificates (or if the tender was made by means of a Confirmation containing an Agent’s Message, a written notice), duly dated and signed by an authorized officer of the Purchaser, indicating that any defect or irregularity in such tender has been cured or waived and that such tender has been accepted by the Purchaser. 5.2 Promptly upon concluding that any tender is defective, Agent shall use reasonable efforts in accordance with Agent’s regular procedures to notify the person tendering such Shares, or Book-Entry Transfer Facility transmitting the Agent’s Message, as the case may be, of such determination and, when necessary, return the subject Shares to such person in the manner described in Article I, Section 8 hereof. The Purchaser shall have full discretion to determine whether any tender is complete and proper and shall have the absolute right to reject any or all tenders of any Shares determined by it applicable) representing Old Options do not appear to be in proper form and for surrender, or any other deficiency in connection with the surrender appears to determine whether the acceptance of or payment for exist, Mellon will follow, where possible, its regular procedures to attempt to cause such tenders may, in the opinion of counsel for the Purchaser, irregularity to be unlawful; it being specifically agreed that Agent shall have neither discretion nor responsibility with respect to these determinationscorrected. To the extent permitted by applicable law, the Purchaser also reserves the absolute right Mellon is not authorized to waive any deficiency in connection with the surrender, unless the Company provides written authorization to waive the deficiency. (b) If an election to exchange Old Options is required to be made by a person other than the person in whose name a surrendered certificate (if applicable) is registered, Mellon will issue no certificate (if applicable) for New Shares until the certificate (if applicable) for Old Options so surrendered has been properly endorsed (or otherwise put in proper form for transfer). (c) If any such deficiency is neither corrected nor waived, Mellon shall return to the surrendering option holder (at Mellon’s option by either first class mail under a blanket surety bond or insurance protecting Mellon and the Company from losses or liabilities arising out of the conditions non-receipt or non-delivery of Old Options or by registered mail insured separately for the Offer or any defect or irregularity value of such Old Options) to such option holder’s address as set forth in the tender of any Shares. The interpretation by the Purchaser of the terms and conditions of the Offer to Purchase, the Letter of Transmittal and the instructions thereto, a Notice of Guaranteed Delivery or an Agent’s Message any certificates (including without limitation the determination of whether any tender is complete and properif applicable) shall be final and binding. 5.3 If less than all of the Shares validly tendered pursuant to the Offer are to be accepted because the Offer is oversubscribed by the Expiration Datefor Old Options surrendered in connection therewith, the Purchaser shall provide Agent related Letters of Transmittal and any other documents received with instructions regarding proration as soon as practicable. Agent shall maintain accurate records as to all the Shares tendered prior to or on the Expiration Datesuch Old Options.