InvestorsHub Logo
Followers 240
Posts 12032
Boards Moderated 2
Alias Born 04/05/2009

Re: Enterprising Investor post# 27

Thursday, 05/14/2015 8:52:16 AM

Thursday, May 14, 2015 8:52:16 AM

Post# of 43
Conditions

Priority of Purchases. Upon the terms and subject to the conditions of the Tender Offer, if more than 3,000,000 shares, or such greater number of shares as we may elect to accept for payment, have been properly tendered at the purchase price selected by us and not properly withdrawn prior to the Expiration Time, we will, subject to applicable law, purchase properly tendered shares on the basis set forth below:

First, we will purchase all shares tendered by any Odd Lot Holder (as defined below) who:

• tenders all shares owned beneficially of record by the Odd Lot Holder (tenders of less than all of the shares owned by an Odd Lot Holder will not qualify for this preference); and

• completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Second, subject to the conditional tender provisions described in “The Tender Offer—Conditional Tender of Shares,” we will purchase all other shares properly tendered on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.

Third, if necessary to permit us to purchase 3,000,000 shares, shares conditionally tendered (for which the condition requiring us to purchase a specified number of shares was not initially satisfied) and not properly withdrawn, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.


"Someone said it takes 30 years to be an instant success" - Gabriel Barbier-Mueller, CEO of Harwood International