Common use of Valid Tender of Shares Clause in Contracts

Valid Tender of Shares. In order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (in the case of any book-entry transfer), and any other required documents, 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 (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at one of such addresses or 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, in each case prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND 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.

Valid Tender of Shares. No alternative, conditional or contingent tenders will be accepted. In order for a Santarus stockholder validly to tender Shares to be validly tendered pursuant to the Offer, the Letter stockholder must follow one of Transmittal (or facsimile thereof)the following procedures: • for Shares held as physical certificates, the Share Certificates evidencing tendered Shares, a properly completed and duly executedexecuted Letter of Transmittal, together with any required signature guarantees, 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 before the Expiration Date; • for Shares held in book-entry form, either a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message (in the case lieu of any book-entry transfer)such Letter of Transmittal, and any other required documents, 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 Purchase, and either (i) the Share Certificates evidencing tendered such Shares must be received by the Depositary at one of such addresses or Shares must be tendered pursuant delivered according to the procedure for book-entry transfer procedures described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to before the Expiration Date, ; or (ii) • the tendering shareholder stockholder must comply with the guaranteed delivery procedures described belowbelow before the Expiration Date. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTSThe method of delivery of Shares, INCLUDING DELIVERY THROUGH A BOOKthe Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of a book-ENTRY TRANSFER FACILITYentry transfer, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDERreceipt of a Book-Entry Confirmation). If delivery is by mail, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARYregistered mail with return receipt requested, properly insured, is recommended. IF DELIVERY IS BY MAILIn all cases, REGISTERED MAIL WITH RETURN RECEIPT REQUESTEDsufficient time should be allowed to ensure timely delivery. If you wish to tender your Shares pursuant to the Offer and you hold your Shares through a broker, PROPERLY INSUREDdealer, IS RECOMMENDEDcommercial bank, trust company or other nominee, you must contact such person and give instructions that your Shares be tendered prior to the Expiration Date. IN ALL CASESThe tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the Offer, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERYas well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal, and that when the Acceptance Time occurs, we will acquire good and unencumbered title, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Valid Tender of Shares. In order for you to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal either (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (in the case of any book-entry transfer), and any other required documents, must be received by i) 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) a properly completed and either duly executed Letter of Transmittal (ior facsimile thereof) the Share Certificates evidencing tendered Shares must be received or Agent’s Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Depositary at one Letter of Transmittal and (b) certificates for the Shares to be tendered or delivery of such addresses or Shares must be tendered pursuant to the procedure procedures for book-entry transfer described below (and a Book-Entry Confirmation must be received by confirmation of such delivery including an Agent’s Message if the Depositarytendering stockholder has not delivered a Letter of Transmittal), in each case prior to by the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedure described below must be complied with. The method of delivery of Shares, 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 Date. The valid tender of Shares pursuant to any one of the procedures described belowabove 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 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 will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTSOur acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND 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 DELIVERYupon the terms and subject to the conditions of the Offer.

Valid Tender of Shares. In 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 an Agent's Message (in the case of any connection with a book-entry transfer)delivery of Shares, and any other documents required documentsby 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 (i) the Share Certificates evidencing certificates representing tendered Shares must be received by the Depositary at one of Depositary, or such addresses or Shares must be tendered pursuant to the procedure for book-entry transfer described set forth below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described belowset forth below must be complied with. THE METHOD OF DELIVERY OF SHARE CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDERSTOCKHOLDER, 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 make a request 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, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and 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 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 No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered holder has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each, an "Eligible Institution" and, collectively, "Eligible Institutions"). In all other cases, all signatures on Letters of Transmittal must be guaranteed by an Eligible Institution. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, or certificates for Shares not tendered or not accepted for payment are to be returned, to a person other than the registered holder of the certificates surrendered, then the tendered certificates for such Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid.

Valid Tender of Shares. In 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 an Agent's Message (in the case of any connection with a book-entry transfer)delivery of Shares, and any other documents required documentsby 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 (i) the Share Certificates evidencing certificates representing tendered Shares must be received by the Depositary at one of Depositary, or such addresses or Shares must be tendered pursuant to the procedure for book-entry transfer described set forth below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described belowset forth below must be complied with. THE METHOD OF DELIVERY OF SHARE CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDERSTOCKHOLDER, 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 make a request 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, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and 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 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. In Except as set forth below, in order for you to validly tender Shares to be validly tendered pursuant to in the Offer, the (a) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executedexecuted 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 the case of any connection with a book-entry transfer)delivery of Shares through DTC, and any other documents required documentsby 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 (i) certificates representing Shares tendered must be delivered to the Share Certificates evidencing Depositary, (ii) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares (as defined in this Offer to Purchase) or (iii) tendered Shares must be received by the Depositary at one of such addresses or Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case case, prior to the Expiration Date, or (iib) the tendering shareholder you must comply with the guaranteed delivery procedures described set forth below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTSThe term “Agent’s Message” means a message, INCLUDING DELIVERY THROUGH A BOOKtransmitted through electronic means by DTC to, and received by, the Depositary and forming a part of a Book-ENTRY TRANSFER FACILITYEntry Confirmation (as defined below), IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDERwhich 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, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARYdealer, 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 DELIVERY IS BY MAILIf a broker, REGISTERED MAIL WITH RETURN RECEIPT REQUESTEDdealer, PROPERLY INSUREDcommercial bank, IS RECOMMENDEDtrust 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. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERYStockholders 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. In order for you to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal either (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (in the case of any book-entry transfer), and any other required documents, must be received by i) 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) a properly completed and either duly executed Letter of Transmittal (ior facsimile thereof) the Share Certificates evidencing tendered Shares must be received or Agent’s Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Depositary at one Letter of Transmittal and (b) certificates for the Shares to be tendered or delivery of such addresses or Shares must be tendered pursuant to the procedure procedures for book-entry transfer described below (and a Book-Entry Confirmation must be received by confirmation of such delivery including an Agent’s Message if the Depositarytendering stockholder has not delivered a Letter of Transmittal), in each case prior to by the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedure described below must be complied with. The method of delivery of Shares, 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 Date. The valid tender of Shares pursuant to any one of the procedures described belowabove 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 Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer Table of Contents the Shares tendered, as specified in the Letter of Transmittal and (iv) when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTSOur acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND 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 DELIVERYupon the terms and subject to the conditions of the Offer.

Valid Tender of Shares. In order for Shares to be validly tendered pursuant to the Offer, a stockholder must, prior to the Letter of Transmittal Expiration Date, either (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (in the case of any book-entry transfer), and any other required documents, must be received by i) deliver to the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantees or an Agent's Message (as defined below) in connection with a book-entry transaction, (b) the certificates representing Shares to be tendered (the "Certificates") or timely confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility and (c) any other documents required to be included with the Letter of Transmittal under the terms and subject to the Expiration Date conditions thereof and either (i) the Share Certificates evidencing tendered of this Offer to Purchase, and, if applicable, cause such stockholder's broker, dealer, commercial bank or trust company to tender applicable Shares must be received by the Depositary at one of such addresses or Shares must be tendered pursuant to the procedure procedures for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDERSTOCKHOLDER, 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.

Valid Tender of Shares. In order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (in the case of any book-entry transfer), ) and any other required documents, 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 (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at one of such addresses or 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, in each case prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE 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.

Valid Tender of Shares. In order for you to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal either (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (in the case of any book-entry transfer), and any other required documents, must be received by i) 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) a properly completed and either duly executed Letter of Transmittal (ior facsimile thereof) the Share Certificates evidencing tendered Shares must be received or Agent's Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Depositary at one Letter of Transmittal and (b) certificates for the Shares (including, if the Distribution Date occurs, certificates for the Rights) to be tendered or delivery of such addresses or Shares must be tendered (including, if the Distribution Date occurs, such Rights) pursuant to the procedure procedures for book-entry transfer described below (and a Book-Entry Confirmation must be received by confirmation of such delivery including an Agent's Message if the Depositarytendering stockholder has not delivered a Letter of Transmittal), in each case prior to by the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedure described below must be complied with. The method of delivery of Shares, 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 Date. The valid tender of Shares pursuant to any one of the procedures described belowabove 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 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 will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTSOur acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND 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 DELIVERYupon the terms and subject to the conditions of the Offer.

Valid Tender of Shares. No alternative, conditional or contingent tenders will be accepted. In order for an FFE shareholder to validly tender Shares to be validly tendered pursuant to the Offer, the Letter shareholder must follow one of Transmittal (or facsimile thereof)the following procedures: · for Shares held as physical certificates, the certificates representing tendered Shares, a properly completed and duly executedexecuted Letter of Transmittal for Shares, together with any required signature guarantees, and any other documents required by the Letter of Transmittal for Shares, must be received by the Depositary at one of its addresses set forth on the back cover of this Disclosure Document before the Expiration Time (unless the tender is made during a subsequent offering period, if one is provided, in which case the certificates representing Shares, the Letter of Transmittal for Shares and other documents must be received before the expiration of such subsequent offering period); · for Shares held in book-entry form through the Depositary Trust Company (the “Book-Entry Transfer Facility”), either a properly completed and duly executed Letter of Transmittal for Shares, together with any required signature guarantees, or an Agent's ’s Message (in the case lieu of any book-entry transfer)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 Offer to Purchase prior to the Expiration Date Disclosure Document, and either (i) the Share Certificates evidencing tendered such Shares must be received by the Depositary at one of such addresses or Shares must be tendered pursuant delivered according to the procedure for book-entry transfer procedures described below under “Book-Entry Transfer of Shares” and a Book-Entry Confirmation must be received by the Depositary, in each case prior to before the Expiration DateTime (unless the tender is made during a subsequent offering period, if one is provided, in which case the Letter of Transmittal for Shares or (ii) an Agent’s Message 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 shareholder described above must comply with the guaranteed delivery procedures described belowbelow 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 on the back cover of this Disclosure Document. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND 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 DELIVERYThe restricted nature of the uncertificated FFE Restricted Shares should be noted on the Letter of Transmittal in place of the certificate number.

Valid Tender of Shares. In Except as set forth below, in order for Shares to be validly tendered pursuant in response to the Offer, the (a) a Letter of Transmittal (or a facsimile thereof)of one, properly completed and duly executed, with any required signature guarantees, or an Agent's Message (in the case of any connection with a book-entry transfer)delivery of 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 Offer to Purchase prior to the Expiration Date Time; and (b) either (i) the Share Certificates evidencing certificates representing the tendered Shares must be received by the Depositary at one along with the Letter of such addresses or Transmittal; (ii) the Shares must be tendered pursuant to using the procedure for book-entry transfer described below below, and a the Book-Entry Confirmation must be received by the Depositary, in each case Depositary prior to the Expiration Date, Time; or (iiiii) the tendering shareholder stockholder must comply with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES CERTIFICATES, THE LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND DELIVERY STOCKHOLDER. ITEMS WILL BE DEEMED MADE 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.