Common use of Valid Tender of Shares Clause in Contracts

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in the Offer, (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTC, 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 prior to the Expiration Date and either (a) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (c) tendered Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (ii) you must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (i1) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s 's Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date and either (a) certificates representing Shares tendered must be delivered to the Depositary, Depositary or (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (c) tendered those Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such that delivery received by the Depositary (which confirmation must include an Agent’s 's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (ii2) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “"Agent’s 's Message” " means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states (1) that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that which are the subject of such that Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and (2) that Purchaser may enforce such that agreement against the participant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in the Offer, (ia) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s 's Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary or (cy) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s 's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (iib) you must comply with the guaranteed delivery procedures set forth below. The term “"Agent’s 's Message” " means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in In order for you Shares to be validly tender Shares in tendered pursuant to the Offer, (i) a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittalexecuted, with any required signature guarantees, or an Agent’s 's Message (as defined below) in connection with a the case of any book-entry delivery of Shares through DTCtransfer), 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 prior to the Expiration Date and either (a) certificates representing Shares tendered must be delivered to the Depositary, (bi) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (c) Share Certificates evidencing tendered Shares must be properly delivered received by the Depositary at one of such addresses or Shares must be tendered pursuant to the procedures procedure for book-entry transfer described below and a confirmation of such delivery Book-Entry Confirmation must be received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal)Depositary, in each case, case prior to the Expiration Date, or (ii) you the tendering shareholder must comply with the guaranteed delivery procedures set forth described below. The term “Agent’s Message” means a messageTHE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, transmitted by DTC toINCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, and received byIS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, the Depositary and forming a part of a Book-Entry Confirmation (as defined below)AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participantREGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (ia) a properly completed and duly executed Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and duly executed ) in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date expiration time of the Offer and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary or (cy) tendered these Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Dateexpiration time of the Offer, or (iib) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (i) either (x) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, if your Shares are held in book-entry form on the books of the Company or the Depositary, with any required signature guarantees, or (y) an Agent’s Message (as defined below) in connection with a book-entry delivery of ), if your Shares are held directly or indirectly through DTC, including by any financial institution that is a participant in DTC’s systems, in each case of clauses (x) and (y), together with any other documents required by the Letter of TransmittalTransmittal (if applicable) and any other customary documents required by the Depositary, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date expiration of the Offer and either (a) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (c) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message (as defined below) if the tendering stockholder has not delivered a Letter of Transmittalstockholder’s Shares are held directly or indirectly through DTC), in each case, prior to the Expiration Date, Date or (ii) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC DTC, acting as nominee to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that which are the subject of such Book-Entry Confirmation (as defined below) 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (ia) a properly completed and duly executed Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and duly executed ) in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s 's Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, and any other documents required by the Letter of Transmittal, must be received by the Depositary Mellon Investor Services at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Mellon Investor Services or (cy) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary Mellon Investor Services (which confirmation must include an Agent’s 's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (iib) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “"Agent’s 's Message” " means a message, transmitted by DTC LaSalle Bank to, and received by, the Depositary Mellon Investor Services and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC LaSalle Bank has received an express acknowledgment from the participant in DTC LaSalle Bank tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, and any other documents required by the Letter of TransmittalTransmittal and any other customary documents required by the Depositary, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Offer Expiration Date Time and either (a) certificates representing Shares tendered must be delivered to the Depositary, Depositary or (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (c) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Offer Expiration DateTime, or (ii) you the tendering stockholder must visit xxx.xxxxxxxxxxxxxxx.xxx (the “Offer Website”) and using the account and control codes printed on the Letter of Transmittal, sign in and follow the directions on the site and enter instructions (“Electronic Instructions”) or (iii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, either (i) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase a properly completed and duly executed Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary or (cy) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (ii) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that which 6 Table of Contents 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 we may enforce such agreement against the participant.

Valid Tender of Shares. Except as set forth belowNo alternative, in conditional or contingent tenders will be accepted. In order for you an FFE shareholder to validly tender Shares in pursuant to the Offer, (i) the shareholder must follow one of the following procedures: · for Shares held as physical certificates, the certificates representing tendered Shares, a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of TransmittalTransmittal for Shares, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTC, and any other documents required by the Letter of TransmittalTransmittal for Shares, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to Disclosure Document before the Expiration Date and either Time (a) unless the tender is made during a subsequent offering period, if one is provided, in which case the certificates representing Shares tendered must be delivered to the DepositaryShares, (b) the Letter of Transmittal for Shares and other documents must indicate be received before the tender expiration of Direct Registration such subsequent offering period); · for Shares held in book-entry form through the Depositary Trust Company (the “Book-Entry Shares Transfer Facility”), either a properly completed and duly executed Letter of Transmittal for Shares, together with any required signature guarantees, or (c) tendered an Agent’s Message in lieu of such Letter of Transmittal for Shares, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Disclosure Document, and such Shares must be properly delivered pursuant according to the procedures for book-entry transfer procedures described below under “Book-Entry Transfer of Shares” and a confirmation of such delivery Book-Entry Confirmation must be received by the Depositary Depositary, in each case before the Expiration Time (unless the tender is made during a subsequent offering period, if one is provided, in which confirmation must include case the Letter of Transmittal for Shares or an Agent’s Message if in lieu of such Letter of Transmittal for Shares, and other documents must be received before the expiration of such subsequent offering period); · the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (ii) you shareholder described above must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery” before the Expiration Time; or · for FFE Restricted Shares held in book-entry form through the Depositary, a properly completed and duly executed Letter of Transmittal, and any other required documents must be received by the Depositary at one of its addresses set forth belowon the back cover of this Disclosure Document. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, restricted nature of the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the uncertificated FFE Restricted Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to should be bound by the terms of noted on the Letter of Transmittal and that Purchaser may enforce such agreement against in place of the participantcertificate number.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTC, and any other documents required by the Letter of Transmittal, must be received by the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof) in accordance with the instructions of the Letter of Transmittal, 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 required by the Letter of Transmittal and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary or (cy) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s 's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (ii) you must comply with the guaranteed delivery procedures set forth below. The term “"Agent’s 's Message” " means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you validly to validly tender Shares in the Offer, (ia) a properly completed and duly executed Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and duly executed ) in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary or (cy) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder shareholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (iib) you must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, and any other documents required by the Letter of TransmittalTransmittal and any other customary documents required by the Depositary, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date expiration of the Offer and either (a) certificates representing Shares tendered must be delivered to the Depositary, Depositary or (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (c) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, Date or (ii) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you Shares to be validly tender Shares tendered in response to the Offer, (ia) a Letter of Transmittal (or a manually signed facsimile thereof)of one, properly completed and duly executed in accordance with the instructions of the Letter of Transmittalexecuted, with any required signature guarantees, or an Agent’s 's Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date Time; and either (a) certificates representing Shares tendered must be delivered to the Depositary, (b) either (i) the Letter of Transmittal must indicate certificates representing the tender of Direct Registration Book-Entry Shares or (c) tendered Shares must be properly delivered pursuant to received by the procedures Depositary along with the Letter of Transmittal; (ii) the Shares must be tendered using the procedure for book-entry transfer described below below, and a confirmation of such delivery the Book-Entry Confirmation must be received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, Time; or (iiiii) you the tendering stockholder must comply with the guaranteed delivery procedures set forth described below. The term “Agent’s Message” means a messageTHE METHOD OF DELIVERY OF SHARE CERTIFICATES, transmitted by DTC toTHE LETTER OF TRANSMITTAL, and received byAND OTHER REQUIRED DOCUMENTS, the Depositary and forming a part of a BookINCLUDING DELIVERY THROUGH THE BOOK-Entry Confirmation (as defined below)ENTRY TRANSFER FACILITY, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participantIS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. ITEMS WILL BE DEEMED DELIVERED ONLY WHEN THEY ARE 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.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (ia) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary or (cy) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder shareholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (iib) you the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (ia) a properly completed and duly executed Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and duly executed ) in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary or (cy) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (iib) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, message transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such the Book-Entry Confirmation that such the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such that agreement against the participant.

Valid Tender of Shares. Except as set forth below, in In order for you to validly tender Shares in pursuant to the Offer, either (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTC, and any other documents required by the Letter of Transmittal, must be received by the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either (a) certificates representing Shares tendered must be delivered to the Depositary, a properly completed and duly executed Letter of Transmittal (bor facsimile thereof) or Agent's Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Letter of Transmittal must indicate and (b) certificates for the tender Shares (including, if the Distribution Date occurs, certificates for the Rights) to be tendered or delivery of Direct Registration Book-Entry such Shares or (cincluding, if the Distribution Date occurs, such Rights) tendered Shares must be properly delivered pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery received by the Depositary (which confirmation must include including an Agent’s 's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to case by the Expiration Date, or (ii) you must comply with the guaranteed delivery procedures set forth belowprocedure described below must be complied with. The term “Agent’s Message” means a messagevalid tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, transmitted by DTC to, as well as your representation and received by, the Depositary and forming a part of a Book-Entry Confirmation warranty that (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering i) you own the Shares that are being tendered within the subject meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Book-Entry Confirmation that such participant has received Shares complies with Rule 14e-4 under the Exchange Act, (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 and that (iv) when the same are accepted for payment by the Purchaser, the Purchaser may enforce will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and 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 agreement against Shares, upon the participantterms and subject to the conditions of the Offer.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (ia) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date expiration time of the Offer and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary or (cy) tendered these Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Dateexpiration time of the Offer, or (iib) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (ia) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s 's Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, and any other documents required by the Letter of Transmittal, must be received by the Depositary and Paying Agent at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either (a1) any certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary and Paying Agent or (c2) tendered those Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such that delivery received by the Depositary and Paying Agent (which confirmation must include an Agent’s 's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (iib) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “"Agent’s 's Message” " means a message, transmitted by DTC to, and received by, the Depositary and Paying Agent and forming a part of a Book-Entry Confirmation (as defined below), which states (x) that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that which are the subject of such that Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal Offer and (y) that Purchaser the Offeror may enforce such that agreement against the participant.

Valid Tender of Shares. Except as set forth below, in order for you Shares to be validly tender Shares in tendered pursuant to the Offer, (i) a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittalexecuted, together with any required signature guarantees, or an Agent’s 's Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 on or prior to the Expiration Date and either (ai) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (c) tendered Shares must be properly delivered received by the Depositary, or such Shares must be tendered pursuant to the procedures procedure for book-entry transfer described set forth below and a confirmation of such delivery Book-Entry Confirmation must be received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal)Depositary, in each case, case on or prior to the Expiration Date, or (ii) you must comply with the guaranteed delivery procedures set forth belowbelow must be complied with. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, 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 term “Agent’s Message” means Depositary will make a messagerequest to establish accounts 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 system of the Book-Entry Transfer Facility may make 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, transmitted by DTC to, and received by, although delivery of Shares may be effected through book-entry transfer into the Depositary and forming a part of Depositary's account at a Book-Entry Confirmation (as defined below)Transfer Facility, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 (or facsimile thereof), properly completed and that Purchaser may enforce such agreement against duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the participant.Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in pursuant to the Offer, (ia) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, 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 prior to the Expiration Date and either (ax) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary or (cy) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (iib) you the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states (i) that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 (ii) that Purchaser may enforce such agreement against the participant.

Valid Tender of Shares. Except as set forth below, in order for you to To validly tender Shares in pursuant to the Offer, (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTCShares, and any other documents required by the Letter of TransmittalTransmittal and any other customary documents required by the Depositary and Paying Agent, must be received by the Depositary and Paying Agent at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date expiration of the Offer and either either: (ai) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares Depositary and Paying Agent; or (cii) tendered such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary and Paying Agent (which confirmation must include an Agent’s Message (as defined below) if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (ii) you must comply with the guaranteed delivery procedures set forth belowTime. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and Paying Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that which are the subject of such Book-Entry Confirmation (as defined below) 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 the participant.

Valid Tender of Shares. Except as set forth below, in In order for you Shares to be validly tender Shares in tendered pursuant to the Offer, (i) a the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittalexecuted, with any required signature guarantees, or an Agent’s 's Message (as defined below) in connection with a the case of any book-entry delivery of Shares through DTC, transfer) 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 prior to the Expiration Date and either (a) certificates representing Shares tendered must be delivered to the Depositary, (bi) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (c) Share Certificates evidencing tendered Shares must be properly delivered received by the Depositary at one of such addresses or Shares must be tendered pursuant to the procedures procedure for book-entry transfer described below and a confirmation of such delivery Book-Entry Confirmation must be received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal)Depositary, in each case, case prior to the Expiration Date, or (ii) you the tendering shareholder must comply with the guaranteed delivery procedures set forth described below. The term “Agent’s Message” means a messageTHE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, transmitted by DTC toINCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, and received byIS AT THE SOLE OPTION AND RISK OF THE TENDERING SHAREHOLDER, the Depositary and forming a part of a Book-Entry Confirmation (as defined below)AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participantREGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in the Offer, (ia) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTC, 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 prior to the Expiration Date and either (ai) certificates representing Shares tendered must be delivered to the Depositary, (bii) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares (as defined in this Offer to Purchase) or (ciii) tendered Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (iib) you must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted through electronic means by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant. Stockholders holding Shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee, must contact their broker, dealer, commercial bank, trust company or such other nominee in order to tender their Shares. If a broker, dealer, commercial bank, trust company or other nominee holds a stockholder’s Shares, it is likely that they will have an earlier deadline for the stockholder to act to instruct them to accept the Offer. Stockholders who hold Shares through nominee stockholders are urged to immediately contact their nominee to find out its deadline. Stockholders who hold Shares through nominee stockholders are also urged to consult their nominees to determine whether any charges may apply if stockholders tender Shares through such nominees and not directly to the Depositary.

Valid Tender of Shares. Except as set forth below, in In order for you to validly tender Shares in pursuant to the Offer, either (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTC, and any other documents required by the Letter of Transmittal, must be received by the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either (a) certificates representing Shares tendered must be delivered to the Depositary, a properly completed and duly executed Letter of Transmittal (bor facsimile thereof) or Agent’s Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Letter of Transmittal must indicate and (b) certificates for the tender Shares to be tendered or delivery of Direct Registration Book-Entry such Shares or (c) tendered Shares must be properly delivered pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery received by the Depositary (which confirmation must include including an Agent’s Message if the tendering stockholder shareholder has not delivered a Letter of Transmittal), in each case, prior to case by the Expiration DateTime, or (ii) you must comply with the guaranteed delivery procedures set forth belowprocedure described below must be complied with. The term “Agent’s Message” means a messagemethod of delivery of Shares, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 all other required documents, including delivery through the Book-Entry Transfer Facility, is at your sole option and risk, and delivery of your Shares will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. The valid tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Table of Contents Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal and (iv) when the same are accepted for payment by the Purchaser, the Purchaser may enforce will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and 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 agreement against Shares, upon the participantterms and subject to the conditions of the Offer.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares in the Offer, (ia) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares through DTC, 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 prior to the Expiration Date and either (ai) certificates representing Shares tendered must be delivered to the Depositary, (bii) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (ciii) tendered Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (iib) you must comply with the guaranteed delivery procedures set forth below. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that 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 the participant.