4. Procedures for Tendering Eligible RSUs
On page 10, the second sentence under the subsection titled “Determination of Validity; Rejection of RSUs; Waiver of Defects; No Obligation to Give Notice
of Defects” is hereby amended and restated as follows: “Our determination of these matters will be final and binding on all parties, subject to a holder’s right to challenge our determination in a court of competent
jurisdiction.”
5. Withdrawal Rights
On page
11, the first two sentences of the third paragraph under the subsection titled “Other Considerations” are hereby deleted in their entirety.
On
page 11, the second sentence of the fourth paragraph under the subsection titled “Other Considerations” is hereby amended and restated as follows: “Our determination of these matters will be final and binding on all parties, subject
to a holder’s right to challenge our determination in a court of competent jurisdiction.”
7. Extension of Offer; Termination; Amendment
On page 12, the heading of Section III.7 is hereby amended and restated as follows: “Extension of Offer; Termination; Amendment,” and the
corresponding change is hereby made to the table of contents.
On page 13, the seventh and eighth paragraphs under Section III.7 are hereby deleted in
their entirety.
9. Conditions to Completion of the Offer
On page 13, the word “threatened” is hereby deleted in each instance from conditions (a) and (b).
On page 14, the third sentence of the last paragraph under Section III.9 is hereby amended and restated as follows:
“Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights; provided that if one or more
events described above occurs before the Expiration Time, we will promptly notify you as to whether we have determined to assert the condition and terminate the Offer, or waive the condition and continue the Offer.”
11. Interests of Directors and Officers; Transactions and Arrangements Concerning Eligible RSUs
On page 15, the third paragraph under Section III.11 is hereby amended and restated as follows:
“Other than outstanding equity awards granted to our directors, executive officers and other employees pursuant to our various incentive
award plans, which are described in the section titled “Part I—Item 6—Directors, Senior Management and Employees—B. Compensation—Compensation Discussion and Analysis—Employee Benefit Plans” of our Annual Report on
Form 20-F for the fiscal year ended March 31, 2024, which is incorporated herein by reference, neither the Company nor, to our knowledge, any of our executive officers or directors, any person controlling
the Company or any executive officer or director of such control person, is a party to any agreement, arrangement or understanding with respect to any of our securities, including any agreement, arrangement or understanding concerning the transfer
or the voting of any of our securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.”
17. Corporate Plans, Proposals and Negotiations
On page
18, the first sentence of the fifth paragraph under Section III.3 is hereby amended to delete the phrase: “and except as otherwise disclosed in this Offer to Purchase or in our filings with the SEC.”