Common use of Valid Tenders Clause in Contracts

Valid Tenders. For a stockholder to tender Shares validly pursuant to the Offer, a properly completed and duly executed Letter of Transmittal, with all required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and all 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 on or prior to the Expiration Date, and either (i) certificates representing such Shares must be received by the Depositary or such Shares must be tendered pursuant to the procedure for book-entry transfer 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 guaranteed delivery procedure set forth below must be complied with. If certificates for Shares are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each delivery. No alternative, conditional or contingent tenders will be accepted. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DESCRIBED BELOW DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal, properly completed and duly executed, with all required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and all 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 for a valid tender of Shares by book-entry. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS MUST BE FORWARDED TO AND RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER OF THIS OFFER TO PURCHASE. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 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 THE ELECTION AND RIGHT OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING IN THE CASE OF A BOOK-ENTRY TRANSFER BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Valid Tenders. For a stockholder Shares to tender Shares be validly tendered pursuant to the Offer, a properly completed and duly executed Letter of Transmittal, with all any required signature guaranteesguarantees and all other required documents, or, or an Agent’s Message in the case of a book-book entry transfer, an Agent's Message, and all 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 on or prior to the Expiration Date. In addition, and either (i) certificates representing such Shares Share Certificates must be received by the Depositary or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below, and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedure set forth below must be complied with. If certificates for Shares are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each deliverybelow. No alternative, conditional or contingent tenders will be accepted. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DESCRIBED BELOW DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes method of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal, properly completed the Share Certificates and duly executedall other required documents, with all required signature guaranteesincluding delivery through DTC, or an Agent's Message is at your option and sole risk, and delivery will be considered made only when actually received by the Depositary (including, in connection with the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, we recommend that such Share Certificates and documents be sent by registered mail, properly insured, with return receipt requested. In all other required documentscases, must, in any case, be transmitted you should allow sufficient time to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or ensure timely delivery prior to the Expiration Date for a valid Date. Table of Contents The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the terms and conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of any such extension or amendment), 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, (iv) you are the registered owner of the Shares, the Share Certificates have been endorsed to you in blank, or you are a participant in DTC whose name appears on a security position listing you as the owner of the Shares and (v) when the tendered Shares are accepted for payment by book-entryPurchaser, Purchaser will acquire good, marketable and unencumbered title to the Shares, free and clear of all liens, restrictions, charges and encumbrances and the Shares will not be subject to any adverse claims. The confirmation of a book-entry transfer Purchaser’s acceptance for payment of Shares into tendered by you pursuant to the Depositary's account at Offer will constitute a binding agreement between Purchaser and you upon the Book-Entry Transfer Facility as described above is referred terms and subject to herein as a "Book-Entry Confirmationthe conditions of the Offer." THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS MUST BE FORWARDED TO AND RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER OF THIS OFFER TO PURCHASE. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 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 THE ELECTION AND RIGHT OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING IN THE CASE OF A BOOK-ENTRY TRANSFER BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Valid Tenders. For a stockholder Shares to tender Shares be validly tendered pursuant to the Offer, a properly completed and duly executed Letter of TransmittalTransmittal (or a manually signed facsimile thereof), with all any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and all 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 on or prior to the Expiration Date, and or the tendering stockholder must comply with the guaranteed delivery procedures set forth below. In addition, either (i) certificates representing such Shares must be received by the Depositary or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below, and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date Date, or (ii) the guaranteed delivery procedure procedures set forth below must be complied with. If certificates for Shares are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each delivery. No alternative, conditional or contingent tenders will be accepted. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DESCRIBED BELOW DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. BOOKBook-ENTRY TRANSFEREntry Transfer. The Depositary will make a request to establish an account with respect to the Shares at the each 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 a Book-Entry Transfer Facility's system may make book-entry delivery of Shares by causing the a Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the a Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for transfer. However, although Although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the a Book-Entry Transfer FacilityFacility prior to the Expiration Date, (i) the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with all any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and all 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 for a valid tender of Shares by book-entry. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS MUST BE FORWARDED TO AND RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER OF THIS OFFER TO PURCHASE. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 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 THE ELECTION AND RIGHT OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING IN THE CASE OF A BOOK-ENTRY TRANSFER BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.or

Valid Tenders. For a stockholder Shares to tender Shares be validly tendered pursuant to the Offer, a properly completed and duly executed Letter of TransmittalTransmittal (or a manually signed facsimile thereof), with all any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and all 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 on or prior to the Expiration Date, and or the tendering shareholder must comply with the guaranteed delivery procedures set forth below. In addition, either (i) certificates representing such Shares must be received by the Depositary or such Shares must be tendered pursuant to the procedure for book-entry transfer 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 guaranteed delivery procedure procedures set forth below must be complied with. If certificates for Shares are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each delivery. No alternative, conditional or contingent tenders will be accepted. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DESCRIBED BELOW DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARYA DEPOSITARY FOR THIS OFFER. BOOKBook-ENTRY TRANSFEREntry Transfer. The Depositary will make a request to establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the a Book-Entry Transfer Facility's system may make book-entry delivery of Shares by causing the a Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the a Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for transfer. However, although Although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the a Book-Entry Transfer FacilityFacility prior to the Expiration Date, (i) the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, with all any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and all 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 or (ii) the guaranteed delivery procedures described below must be complied with. Signature Guarantee. Signatures on the Letter of Transmittal must be guaranteed by a member in good standing of the Securities Transfer Agents Medallion Program, or prior by any other bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being referred to as an "Eligible Institution" and, collectively, as "Eligible Institutions"), unless the Expiration Date for Shares tendered thereby are tendered (i) by a valid tender registered holder of Shares by book-entrywho has not completed either the box labeled "Special Delivery Instructions" or the box labeled "Special Payment Instructions" on the Letter of Transmittal or (ii) for the account of any Eligible Institution. The confirmation If the certificates evidencing Shares are registered in the name of a book-entry transfer person or persons other than the signer of the Letter of Transmittal, or if payment is to be made, or delivered to, or certificates for unpurchased Shares into are to be issued or returned to, a person other than the Depositary's account at registered owner or owners, then the Book-Entry Transfer Facility certificates for the tendered Shares must be endorsed or accompanied by duly executed stock powers, in either case signed exactly as described above is referred to herein the name or names of the registered owner or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed by an Eligible Institution as a "Book-Entry Confirmation." THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS MUST BE FORWARDED TO AND RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER OF THIS OFFER TO PURCHASEprovided in the Letter of Transmittal. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 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 THE ELECTION AND RIGHT OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING IN THE CASE OF A BOOK-ENTRY TRANSFER BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.See Instructions 1 and 5

Valid Tenders. For a stockholder Except as set forth below, in order for Shares to tender Shares be validly tendered pursuant to the Offer, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittalexecuted, together with all any required signature guarantees, or, or an Agent's Message (as hereinafter defined) in the case of connection with a book-entry transfer, an Agent's Messagetransfer of Shares, and all 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) certificates representing such tendered Shares must be received by the Depositary Depositary, or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below, below (and a Book-Entry Confirmation confirmation of receipt of such delivery must be received by the Depositary), in each case on or prior to the Expiration Date Date, or (ii) the guaranteed delivery procedure procedures set forth below must be complied with. If certificates for Shares are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each delivery. No alternative, conditional or contingent tenders will be accepted. DELIVERY OF DOCUMENTS TO A SIGNATURE GUARANTEES. No signature guarantee is required on the Letter of Transmittal (i) if such Letter of Transmittal is signed by the registered holder of the Shares tendered therewith, unless such holder has completed the box entitled "Special Payment Instructions" in the Letter of Transmittal, or (ii) if Shares are tendered for the account of a firm that is a member in good standing of the Security Transfer Agent's Medallion Program, (each being hereinafter referred to as an "Eligible Institution"). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person other than the signatory of the Letter of Transmittal (or a manually signed facsimile thereof), or if payment is to be made, or Shares not accepted for payment or not tendered are to be registered in the name of a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate, with the signature(s) on the certificate or stock power guaranteed by an Eligible Institution. If the Letter of Transmittal or stock powers are signed or any certificate is endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Purchaser, proper evidence satisfactory to Purchaser of their authority to so act must be submitted. See Instruction 5 of the Letter of Transmittal. BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DESCRIBED BELOW DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. BOOK-ENTRY TRANSFER. The Depositary will establish an account accounts with respect to the Shares at the Book-Entry Transfer Facility The Depository Trust Company ("DTC") for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any , and any financial institution that is a participant in the Book-Entry Transfer FacilityDTC's system may make book-entry delivery of the Shares by causing the Book-Entry Transfer Facility DTC to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with DTC's procedure for such Book-Entry Transfer Facility's procedures for transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer FacilityDTC, the Letter of Transmittal, a properly completed and duly executedexecuted Letter of Transmittal (or a manually signed facsimile thereof), with all any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and all 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 for a valid tender of Shares by book-entry. The confirmation of a book-entry transfer of Shares into Date, or the Depositary's account at the Book-Entry Transfer Facility as guaranteed delivery procedures described above is referred to herein as a "Book-Entry Confirmationbelow must be complied with." THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS MUST BE FORWARDED TO AND RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER OF THIS OFFER TO PURCHASE. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 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 THE ELECTION AND RIGHT OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING IN THE CASE OF A BOOK-ENTRY TRANSFER BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Valid Tenders. For a stockholder Shares to tender Shares be validly tendered pursuant to the Offer, either (a) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed Letter of Transmittalexecuted, with all any required signature guarantees, guarantees (or, in the case of a book-entry transfertransfer of Shares, an Agent's Message), and all 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 To Purchase on or prior to the Expiration Date, Date and either (ix) certificates Certificates representing such tendered Shares must be received by the Depositary at any one of those addresses prior to the Expiration Date or such (y) the Shares must be tendered delivered pursuant to the procedure procedures for book-entry transfer set forth below, below and a Book-Entry Confirmation must be received by the Depositary, in each case on or Depositary prior to the Expiration Date Date, or (iib) the tendering Stockholder must comply with the guaranteed delivery procedure procedures set forth below must be complied withbelow. If certificates Certificates for Shares are forwarded separately to the Depositary in multiple deliveriesDepositary, a properly completed and duly executed Letter of Transmittal (or facsimile thereof) must accompany each such delivery. No alternative, conditional or contingent tenders will be accepted. THE METHOD OF DELIVERY OF CERTIFICATES FOR SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH IS AT THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DESCRIBED BELOW DOES NOT CONSTITUTE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER AND DELIVERY TO WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility Facility") for purposes of the Offer within two business days after the date of this Offer to To Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's Facility system may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such the Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with such the Book-Entry Transfer Facility's procedures for such transfer. However, although Although delivery of the Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of TransmittalTransmittal (or a manually signed facsimile thereof), properly completed and duly executed, executed with all any required signature guarantees, or an Agent's Message in connection with a book-entry transferMessage, and all any other required documents, documents must, in any case, be transmitted to to, and received by by, the Depositary at one of its addresses set forth on the back cover of this Offer to To Purchase on or prior to the Expiration Date for a valid tender of Shares by book-entryDate, or the tendering Stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS MUST BE FORWARDED TO AND RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER OF THIS OFFER TO PURCHASE. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OR OTHER REQUIRED DOCUMENTS TO THE A BOOK-ENTRY TRANSFER FACILITY WILL DOES NOT CONSTITUTE DELIVERY OF THE LETTER OF TRANSMITTAL OR SUCH OTHER DOCUMENTS TO THE DEPOSITARY. THE METHOD OF DELIVERY OF SHARESSIGNATURE GUARANTEES. No signature guarantee is required on the Letter of Transmittal if (a) the Letter of Transmittal is signed by the registered holder of Shares tendered therewith (which term, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTSfor purposes of this Section, INCLUDING DELIVERY THROUGH THE BOOKincludes any participant in the Book-ENTRY TRANSFER FACILITYEntry Transfer Facility system whose name appears on a security position listing as the owner of the Shares) 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 (b) such Shares are tendered for the account of a financial institution (including most commercial banks, IS AT THE ELECTION AND RIGHT OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY savings and loans 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 (INCLUDING IN THE CASE OF A BOOK-ENTRY TRANSFER BY BOOK-ENTRY CONFIRMATIONan "Eligible Institution"). IF DELIVERY IS BY MAILIn all other cases, REGISTERED MAIL WITH RETURN RECEIPT REQUESTEDall signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If the Certificates representing 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 if 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, PROPERLY INSURED IS RECOMMENDEDthen the Certificates representing the tendered Shares must be endorsed or accompanied by appropriate stock powers, in each case signed exactly as the name or names of the registered holder or owners appears on the Certificates, with the signatures on the Certificates or stock powers guaranteed by an Eligible Institution as described above and as provided in the Letter of Transmittal. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERYSee Instructions 1 and 5 of the Letter of Transmittal.

Valid Tenders. For a stockholder to To tender Shares validly pursuant to the Offer, a stockholder must comply with one of the following: (a) a properly completed and duly executed Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, with all any required signature guarantees, or, in Share Certificates to be tendered and any other documents required by the case Letter of a book-entry transfer, an Agent's Message, and all other required documents, 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 (ib) certificates representing such Shares must be received by the Depositary or such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth transfer, as described below, and a Book-Entry Confirmation must be confirmation of such delivery received by the Depositary, in each case on or which confirmation must include an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal, prior to the Expiration Date Date, or (iic) the tendering stockholder must comply with the guaranteed delivery procedure procedures set forth below must be complied withbelow. If certificates for Shares are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each delivery. No alternative, conditional or contingent tenders will be accepted. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DESCRIBED BELOW DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. BOOK-ENTRY TRANSFER. The Depositary will establish an account 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's system Facility may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with such the 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 the Book-Entry Transfer Facility, either the Letter of Transmittal, properly completed and duly executed, together with all any required signature guarantees, or an Agent's Message in connection with a book-entry transferlieu of the Letter of Transmittal, and all 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 for a valid tender of Shares by book-entryDate, or the tendering stockholder must comply with the guaranteed delivery procedure set forth below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS MUST BE FORWARDED TO AND RECEIVED BY THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER OF THIS OFFER TO PURCHASE. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 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 THE ELECTION AND RIGHT OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING IN THE CASE OF A BOOK-ENTRY TRANSFER BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.SIGNATURE GUARANTEES