(a)(1)(ix) The information set forth in the Offer to Purchase under the heading Summary Term
Sheet, in Section 1, Number of Shares; Proration, in Section 5, Purchase of Shares and Payment of Purchase Price, and in Section 6, Conditional Tender of Shares,is
incorporated herein by reference.
(a)(1)(x) Not applicable.
(a)(1)(xi) The information set forth in the Offer to Purchase under the heading Summary Term Sheet and in Section 2, Purpose
of the Tender Offer; Certain Effects of the Tender Offer, is incorporated herein by reference.
(a)(1)(xii) The information set forth in the
Offer to Purchase under the heading Summary Term Sheet, in Section 3, Procedures for Tendering Shares, and Section 13, Material U.S. Federal Income Tax Consequences, is incorporated
herein by reference.
(a)(2)(i-vii) Not applicable.
(b)
Purchases. The information set forth in the Offer to Purchase in Section 11, Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, is incorporated herein by reference.
ITEM 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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(e) Agreements Involving the Subject Companys Common Stock. The information set forth in Section 11, Interest of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares, is incorporated herein by reference.
ITEM 6.
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Purposes of the Transaction and Plans or Proposals.
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(a) Purposes. The information set forth in the Offer to Purchase under the heading Summary Term Sheet and in Section 2,
Purpose of the Tender Offer; Certain Effects of the Tender Offer, is incorporated herein by reference.
(b) Use of Securities
Acquired. The information set forth in Section 2 of the Offer to Purchase, Purpose of the Tender Offer; Certain Effects of the Tender Offer, is incorporated herein by reference.
(c) Plans. Except for the Offer, the Company does not have, and to the best of its knowledge is not aware of any plans, proposals or negotiations that
relate to or would result in any of the events listed in Regulation M-A Item 1006(c)(1) through (10).
The
information set forth in the Offer to Purchase in Section 1, Number of Shares; Proration, and in Section 2, Purpose of the Tender Offer; Certain Effects of the Tender Offer, is incorporated herein by
reference.
ITEM 7.
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Source and Amount of Funds or Other Consideration.
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(a) Source of Funds. The information set forth in the Offer to Purchase under the heading Summary Term Sheet and in Section 9,
Source and Amount of Funds, is incorporated herein by reference.
(b) Conditions. The information set forth in the Offer to
Purchase under the heading Summary Term Sheet, in Section 1, Number of Shares; Proration, and in Section 7, Conditions of the Tender Offer, is incorporated herein by reference. There
is no financing condition for the Offer.
(d) Borrowed Funds. Not applicable.
ITEM 8.
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Interest in Securities of the Subject Company.
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(a) Securities Ownership. The information set forth in Section 11 of the Offer to Purchase, Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares, is incorporated herein by reference.