Epstein Secrets

of 'New Shares" in Section 12.1(1) of the Equity Definitions shall apply provided however that- (a) if the Exchange mentioned therein is located in the United States, the definition of "New Shares" shall be amended by deleting subsection (I) In its entirely and replacing it with the following: "(i) publicly quot

ection 12.6(a)011) of the Equity Definitions and for the avoidance of doubt, It will constitute a De-listing if (a) the Exchange is located in the Unked States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASD

rm of this Transaction, (I) the Shares hereunder are, or become, the subject of a Tender Offer and (II) the parties agree that. as a consequence of the Tender Offer, the definition of "Shares" shall be adjusted to reflect the consideration for Shares participating in such Tender Offer, then, notwithstanding an

ckup withholding rules, 31% of the gross proceeds payable to a stockholder or ot=er payee pursuant to the Offer must be withheld and remitted to the United Sta=es Treasury, unless the stockholder or other payee provides his or her taxpaye= identification number (employer identification number or social sec

to their customers. 16. Miscellaneous. The Offer is not being made to, nor will the Company accept tenders from, holders of Shares in any state of the United States or any foreign jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such state or foreign jurisdict

n. (a) The information set forth in Section 9 of the Offer to Purchase is incorporated herein by reference. (b) Not applicable. Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. (a)-(j) The information set forth in the Introduction to and in the section entitled "Background

of "New Shares" in Section 12.10) of the Equity Definitions shall apply provided however that:- (a) if the Exchange mentioned therein is located in the United States, the definition of "New Shares" shall be amended by deleting subsection (i) in its entirety and replacing it with the following: "0) publicly quote

erm of this Transaction, (9 the Shares hereunder are, or become, the subject of a Tender Offer and (ii) the parties agree that, as a consequence of the Tender Offer, the definition of "Shares" shall be adjusted to reflect the Confidential EFTA00614342 New Shares: Consequences of Merger Events: Share-for-Sh

of "New Shares" in Section 12.10) of the Equity Definitions shall apply provided however that:- (a) if the Exchange mentioned therein is located in the United States, the definition of 'ew Shares" shall be amended by deleting subsection (i) in its entirety and replacing it with the following: "() publicly quoted

rm of this Transaction, (I) the Shares hereunder are, or become, the subject of a Tender Offer and (II) the parties agree that, as a consequence of the Tender Offer, the definition of 'Shares" shall be adjusted to reflect the consideration for Shares participating in such Tender Offer, then, notwithstanding an

cipal Place of Business and Registered Offices. The principal place of business of the Fund is 262 West 38th Street, Suite 507, New York, NY 10018, United States. The Fund may from time to time change its principal place of business and may establish additional places of business when and where required by

nds to the Affiliated Members. 3.2.5 Unless otherwise agreed with a particular Member, after thirty (30) calendar days following the completion of the Tender Offer, each Member shall be released from further obligations with respect to its unfunded Capital Commitment except to the extent as reasonably determ