Common use of Procedures for Tendering Shares Clause in Contracts

Procedures for Tendering Shares. Except as set forth below, in order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. No alternative, conditional or contingent tenders will be accepted. The term "Agent's Message" means a message, transmitted by electronic means to, and received by, the Depositary and forming a part of a Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

Procedures for Tendering Shares. Except as set forth below, in order for VALID TENDER. For a stockholder validly to tender Shares to be validly tendered pursuant to the Offer, (a) the certificates for tendered Shares, together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by documents, must, prior to the Letter of TransmittalExpiration Date, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase Purchase; (b) in the case of a transfer effected pursuant to the book-entry transfer procedures described under "Book-Entry Transfer", either a Letter of Transmittal (or facsimile thereof), properly completed and either duly executed, and any required signature guarantees, or an Agent's Message (i) the Certificates evidencing tendered Shares as defined below), and any other required documents, must be received by the Depositary at one of such address or addresses, such Shares must be tendered delivered pursuant to the procedure for book-entry transfer procedures described below and a Book-Entry Confirmation (as defined below) must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal)Depositary, in each case on prior to the Expiration Date; or (c) the tendering stockholder must, prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. No alternative, conditional or contingent tenders will be acceptedbelow under "Guaranteed Delivery". The term valid tender of Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and the Purchaser upon the terms and subject to the conditions of the Offer. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY (AS DEFINED BELOW), IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Agent's Message" means BOOK-ENTRY TRANSFER FACILITY") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a message, transmitted by electronic means to, and received by, participant of the Depositary and forming a part of a Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Transfer Facility's system may make book-entry confirmationdelivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for such transfer. However, that such participant has received and agrees to although delivery of Shares may be bound by effected through book-entry transfer into the terms of Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and that Purchaser may enforce such agreement against such participantduly executed, with any required signature guarantees, or an Agent's Message, and any other required documents, must be, in any case, received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date for a valid tender of Shares by book-entry. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "BOOK-ENTRY CONFIRMATION". DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Procedures for Tendering Shares. Except as set forth below, to tender Shares in order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal either (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittala) and any other documents required by the Letter of Transmittal, must be received by the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents that the Certificates evidencing tendered Letter of Transmittal requires, and (ii) certificates for the Shares must be received by the Depositary at such address or such Shares must to be tendered pursuant to or confirmation of the procedure for book-entry transfer described below and a of such Shares into the Depositary’s account at the Book-Entry Confirmation must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to the Expiration DateTransfer Facility, or (iib) the tendering stockholder you must comply with the guaranteed delivery procedures described set forth below. No alternativeThe tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, conditional or contingent tenders will be accepted. The term "Agent's Message" means a message, transmitted by electronic means to, as well as your representation and received by, the Depositary and forming a part of a Book-Entry Confirmation which states warranty that DTC has received an express acknowledgment from the participant in DTC tendering (i) you own the Shares which are being tendered within the subject meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such book-entry confirmationShares complies with Rule 14e-4 under the Exchange Act, that such participant has received (iii) you have the full power and agrees authority to be bound by tender, sell, assign and transfer the terms of Shares tendered, as specified in the Letter of Transmittal Transmittal, and that Purchaser (iv) when the Shares are accepted for payment by us, we will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer. Stockholders tendering their Shares according to the guaranteed delivery procedures set forth under Section 3 — “Procedures for Tendering Shares — Guaranteed Delivery” may enforce such agreement against such participantdo so using the Notice of Guaranteed Delivery circulated herewith, however, any Shares tendered pursuant to a Notice of Guaranteed Delivery and not actually received prior to the Effective Time will not count toward satisfaction of the Minimum Condition.

Procedures for Tendering Shares. Except as set forth below, in order for VALID TENDER. For a shareholder validly to tender Shares to be validly tendered pursuant to the Offer, (a) the certificates for tendered Shares, together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by documents, must, prior to the Letter of TransmittalExpiration Date, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase Purchase; (b) in the case of a transfer effected pursuant to the book-entry transfer procedures described under "Book-Entry Transfer", either a Letter of Transmittal (or facsimile thereof), properly completed and either duly executed, and any required signature guarantees, or an Agent's Message (i) the Certificates evidencing tendered Shares as defined below), and any other required documents, must be received by the Depositary at one of such address or addresses, such Shares must be tendered delivered pursuant to the procedure for book-entry transfer procedures described below and a Book-Entry Confirmation (as defined below) must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal)Depositary, in each case on prior to the Expiration Date; or (c) the tendering shareholder must, prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. No alternative, conditional or contingent tenders will be acceptedbelow under "Guaranteed Delivery". The term valid tender of Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering shareholder and the Purchaser upon the terms and subject to the conditions of the Offer. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY (AS DEFINED BELOW), IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Agent's Message" means BOOK-ENTRY TRANSFER FACILITY") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a message, transmitted by electronic means to, and received by, participant of the Depositary and forming a part of a Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Transfer Facility's system may make book-entry confirmationdelivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedures for such transfer. However, that such participant has received and agrees to although delivery of Shares may be bound by effected through book-entry transfer into the terms of Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and that Purchaser may enforce such agreement against such participantduly executed, with any required signature guarantees, or an Agent's Message, and any other required documents, must be, in any case, received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date for a valid tender of Shares by book-entry. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "BOOK-ENTRY CONFIRMATION". DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Procedures for Tendering Shares. Except as set forth below, in VALID TENDER OF SHARES. In order for Shares to be validly tendered pursuant to the Offer, a shareholder must, prior to the Letter of Transmittal Expiration Date, either (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittali) and any other documents required by the Letter of Transmittal, must be received by deliver to the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase (a) a properly completed and either duly executed Letter of Transmittal with any required signature guarantees, (ib) the Certificates evidencing tendered representing Shares must be received by the Depositary at such address or such Shares must to be tendered and (c) any other documents required to be included with the Letter of Transmittal under the terms and subject to the conditions thereof and of this Offer to Purchase, (ii) cause such shareholder's broker, dealer, commercial bank or trust company to tender applicable Shares pursuant to the procedure procedures for book-entry transfer described below and a or (iii) comply with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the Shares at the Book-Entry Confirmation must Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of Shares by (i) causing such securities to be transferred in accordance with the Book-Entry Transfer Facility's procedures into the Depositary's account and (ii) causing the Letter of Transmittal to be delivered to the Depositary by means of an Agent's Message. Although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to the Expiration DateDate at one of its addresses set forth on the back cover of this Offer to Purchase, or (ii) the tendering stockholder shareholder must comply with the guaranteed delivery procedures described below. No alternative, conditional Delivery of documents or contingent tenders will be accepted. The term "Agent's Message" means a message, transmitted by electronic means to, and received by, instructions to the Depositary and forming a part of a Book-Entry Confirmation which states that DTC has received an express acknowledgment from Transfer Facility in accordance with the participant in DTC tendering Book-Entry Transfer Facility's procedures does not constitute delivery to the Shares which are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participantDepositary.

Procedures for Tendering Shares. Except as set forth below, in VALID TENDER OF SHARES. In order for Shares to be validly tendered pursuant to the Offer, a Holder must, prior to the Expiration Date, (i) deliver to the Depositary at the address set forth on the back cover of this Offer to Purchase (a) a properly completed and duly executed Letter of Transmittal (or a copy thereof) with any required signature guarantees, (b) the Certificates for Shares to be tendered and (c) any other documents required to be included with the Letter of Transmittal under the terms and subject to the conditions thereof and of this Offer to Purchase, (ii) cause such Holder's broker, dealer, commercial bank, trust company or custodian to tender applicable Shares pursuant to the procedures for book-entry transfer described below or (iii) comply with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF THE SHARES, CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of Shares by (i) causing such securities to be transferred in accordance with the Book-Entry Transfer Facility's procedures into the Depositary's account and (ii) causing the Letter of Transmittal to be delivered to the Depositary by means of an Agent's Message. Although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or a facsimile manually signed copy thereof), properly completed and duly executed, together with any required signature guarantees (orguarantees, in the case of a book-entry transfer, an or any Agent's Message in lieu of the Letter of Transmittal) , and any other documents required by the Letter of Transmittaldocuments, must must, in any case, be transmitted to and received by the Depositary prior to the Expiration Date at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Certificates evidencing tendered Shares must be received by the Depositary at such address Purchase, or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to the Expiration Date, or (ii) the tendering stockholder Holder must comply with the guaranteed delivery procedures described below. No alternativeDELIVERY OF THE LETTER OF TRANSMITTAL AND OTHER REQUIRED DOCUMENTS OR INSTRUCTIONS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. SIGNATURE GUARANTEE. All signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, conditional or contingent tenders will be accepted. The term "Agent's Message" means savings and loan associations and brokerage houses) that is a message, transmitted by electronic means to, and received byparticipant in the Security Transfer Agents Medallion Program, the Depositary and forming a part New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each, an "Eligible Institution"), unless the Shares tendered thereby are tendered (i) by the registered holder(s) (which term, for purposes of a this document, shall include any participant in the Book-Entry Confirmation which states that DTC Transfer Facility whose name appears on a security position listing as the owner of Shares) of Shares who has received not completed the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) for the account of an express acknowledgment from Eligible Institution. See Instruction 1 to the participant Letter of Transmittal. If a Certificate is registered in DTC tendering the Shares which are name of a person other than the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms signatory of the Letter of Transmittal Transmittal, or if payment is to be made, or a Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), then the Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Certificate, with the signature(s) on such Certificate or stock powers guaranteed as described above. See Instructions 1, 5 and that Purchaser may enforce such agreement against such participant7 to the Letter of Transmittal.

Procedures for Tendering Shares. Except as set forth below, in order for Valid Tender. A stockholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to the Offer: • for Shares held as physical certificates, the certificates for tendered Shares, a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittaldocuments, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and prior to the Expiration Date; or • for Shares held in book-entry form, either (ia) a Letter of Transmittal, properly completed and duly executed, and any required signature guarantees, or (b) an Agent’s Message (as defined below) in lieu of the Certificates evidencing tendered Shares Letter of Transmittal, and any other required documents, must be received by the Depositary at such address or one of its addresses set forth on the back cover of this Offer to Purchase, and such Shares must be tendered delivered pursuant to the procedure for book-entry transfer procedures described below under “Book-Entry Transfer,” and a Book-Entry Confirmation (as defined below) must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal)Depositary, in each case on or prior to the Expiration Date, or (ii) . The valid tender of Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder must comply and us upon the terms and subject to the conditions of the Offer. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through DTC (as defined below), is at the election and risk of the tendering stockholder. Shares and other required materials will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer of Shares, by Book-Entry Confirmation (as defined below)). If delivery is by mail, registered mail with the guaranteed delivery procedures described belowreturn receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent tenders will be accepted. The term "Agent's Message" means a messageAll tendering stockholders, transmitted by electronic means to, and received by, the Depositary and forming a part of a Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms execution of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant(including by an Eligible Institution (as defined below)), waive any right to receive any notice of the acceptance of their Shares for payment.

Procedures for Tendering Shares. Except as For a stockholder validly to tender Shares pursuant to the Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, must be mailed or delivered to and received by the Depositary at its addresses set forth below, in order on the back cover of this Offer to Purchase and either certificates for tendered Shares to must be validly received by the Depositary at such address or such Shares must be tendered pursuant to the Offerprocedures for book-entry tender set forth below (and a confirmation of receipt of such tender received), in each case, prior to the Expiration Date, or such stockholder must comply with the guaranteed delivery procedure set forth below. The Depositary will establish accounts with respect to the Shares at the Book-Entry Transfer Facilities for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of any Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing such Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at a Book-Entry Transfer Facility, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittaldocuments, must must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures procedure described below. No alternative, conditional or contingent tenders will be accepted. The term "Agent's Message" means Delivery of a message, transmitted by electronic means to, and received by, the Depositary and forming a part of document to a Book-Entry Confirmation which states that DTC Transfer Facility does not constitute delivery to the Depositary. Signatures on all Letters of Transmittal must be guaranteed by an Eligible Institution, except in cases where Shares are tendered (i) by a registered holder of Shares who has received not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an express acknowledgment from Eligible Institution. If a Share Certificate is registered in the participant in DTC tendering name of a person other than the Shares which are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms signer of the Letter of Transmittal, or if payment is to be made or a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed 6 9 exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such stock powers guaranteed by an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING ON PAYMENTS MADE TO CERTAIN STOCKHOLDERS WITH RESPECT TO THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER, EACH SUCH STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH HIS CORRECT TAXPAYER IDENTIFICATION NUMBER BY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. If a stockholder desires to tender Shares pursuant to the Offer and such stockholder's certificates are not immediately available or such stockholder cannot deliver the certificates and all other required documents to the Depositary prior to the Expiration Date, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (a) such tenders are made by or through an Eligible Institution; and (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, is received by the Depositary as provided below on or prior to the Expiration Date; and (c) the certificates (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book Entry Transfer Facilities as described above) for all tendered Shares, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and that all other documents required by the Letter of Transmittal are received by the Depositary within three Nasdaq National Market trading days after the date of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities as described above), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents. By executing a Letter of Transmittal as set forth above, the tendering stockholder irrevocably appoints designees of the Purchaser as such stockholder's proxies, in the manner set forth in the Letter of Transmittal, to the full extent of such stockholder's right with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after January 31, 1996. Such appointment is effective upon the deposit by the Purchaser with the Depositary of the purchase price for such Shares as provided herein. Upon such appointment, all prior proxies given by such stockholder will be revoked, and no subsequent proxies may enforce be given by such agreement against stockholder. The Purchaser's designees will be empowered, among other things, to exercise all voting and other rights of such participantstockholder as they in their sole discretion may deem proper at any annual, special or adjourned meeting of the stockholders of the Company or otherwise. In order for Shares to be deemed validly tendered, immediately after the Purchaser's acceptance for payment the Purchaser must be able to exercise all rights with respect to such Shares.

Procedures for Tendering Shares. Except as set forth below, in order for VALID TENDER OF SHARES. For Shares to be validly tendered pursuant to the Offer, a stockholder must, prior to the Letter of Transmittal Expiration Date, either (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittali) and any other documents required by the Letter of Transmittal, must be received by deliver to the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase (a) a properly completed and either duly executed Letter of Transmittal (ior a manually signed facsimile thereof) with any required signature guarantees, (b) the Certificates evidencing tendered representing Shares must be received by the Depositary at such address or such Shares must to be tendered and (c) any other documents required to be included with the Letter of Transmittal under the terms and subject to the conditions thereof and of this Offer to Purchase, (ii) cause such stockholder's broker, dealer, commercial bank, trust company or nominee to tender applicable Shares pursuant to the procedure procedures for book-entry transfer described below and a or (iii) comply with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the Shares at the Book-Entry Confirmation must Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of Shares by (i) causing such securities to be transferred in accordance with the Book-Entry Transfer Facility's procedures into the Depositary's account and (ii) causing the Letter of Transmittal to be delivered to the Depositary by means of an Agent's Message. Although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary (including an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to the Expiration DateDate at one of its addresses set forth on the back cover of this Offer to Purchase, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. No alternativeDELIVERY OF DOCUMENTS OR INSTRUCTIONS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. SIGNATURE GUARANTEE. All signatures on a Letter of Transmittal must be guaranteed by a member firm in good standing of the Securities Transfer Agents Medallion Program, conditional or contingent tenders will be acceptedby any other firm which is a bank, broker, dealer, credit union or savings association (each of the foregoing being referred to as an "Eligible Institution" and collectively as "Eligible Institutions"), unless the Shares tendered thereby are tendered (i) by the registered holder of Shares who has not completed the box labeled "Special Delivery Instructions" or the box labeled "Special Payment Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution (as defined in the Letter of Transmittal). The term "Agent's Message" means See Instruction 1 to the Letter of Transmittal. If a message, transmitted by electronic means to, and received by, Certificate is registered in the Depositary and forming a part name of a Book-Entry Confirmation which states that DTC has received an express acknowledgment from person other than the participant in DTC tendering the Shares which are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms signer of the Letter of Transmittal Transmittal, or if payment is to be made, or a Certificate not accepted for payment or not tendered is to be returned to, a person other than the registered holder(s), then the Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Certificate, with the signature(s) on such certificate or stock powers guaranteed as described above. See Instructions 1, 5 and that Purchaser may enforce such agreement against such participant7 to the Letter of Transmittal.