AWARE INC /MA/ AWRE

election_required = True...0 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. What will be the form of payment of the purchase price? If we purchase your shares in the tender offer, we will pay the purchase price, net to you in cash, less any applicable withholding taxes and without interest, for all of your sha...

election_required = True...0 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. What will be the form of payment of the purchase price? If we purchase your shares in the tender offer, we will pay the purchase price, net to you in cash, less any applicable withholding taxes and without interest, for all of your sha...

expiry = 2009-04-02...(including Associated Preferred Share Purchase Rights) At a Purchase Price Not Greater Than $2.60 Nor Less Than $1.80 Per Share by Aware, Inc. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 2, 2009, UNLESS AWARE EXTENDS THE TENDER OFFER. Aware, Inc., a Massachusetts corporation (“Aware,” “we” or “us”), is offering to purchase for cash up to 3,500,000 shares of its common stock, par value $0.01 per share (including the associated pref...

expiry = 2009-04-02...(including Associated Preferred Share Purchase Rights) At a Purchase Price Not Greater Than $2.60 Nor Less Than $1.80 Per Share by Aware, Inc. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 2, 2009, UNLESS AWARE EXTENDS THE TENDER OFFER. Aware, Inc., a Massachusetts corporation (“Aware,” “we” or “us”), is offering to purchase for cash up to 3,500,000 shares of its common stock, par value $0.01 per share (including the associated pref...

listed = True...ed or disapproved of this transaction or passed upon the merits or fairness of the transaction or passed upon the adequacy or accuracy of the information contained in this offer to purchase. Any representation to the contrary is a criminal offense. The shares are listed on the NASDAQ Global Market (“Nasdaq”) under the ticker symbol “AWRE”. We publicly announced our intention to commence the tender on March 5, 2009. On March 3, 2009, the reported closing price of our common stock on Nasdaq was $­1.72 per share. We urge you to obtain current market quotations for our common stock before deciding whether and at which price or prices t...

listed = True...ed or disapproved of this transaction or passed upon the merits or fairness of the transaction or passed upon the adequacy or accuracy of the information contained in this offer to purchase. Any representation to the contrary is a criminal offense. The shares are listed on the NASDAQ Global Market (“Nasdaq”) under the ticker symbol “AWRE”. We publicly announced our intention to commence the tender on March 5, 2009. On March 3, 2009, the reported closing price of our common stock on Nasdaq was $­1.72 per share. We urge you to obtain current market quotations for our common stock before deciding whether and at which price or prices t...

must_tender_all = True...any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures. Section 14 of this offer to purchase describes the...

must_tender_all = True...any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures. Section 14 of this offer to purchase describes the...

must_tender_all = True...’s shares in the tender offer (for which the condition was not initially satisfied) at or below the Purchase Price by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7 of the offer to purchase. For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we have delivered...

price = USD 1.8-2.6...rs to obtain current quotations of the market price of our common stock. 9. Source and Amount of Funds. Assuming that 3,500,000 shares are purchased in the tender offer at a price between $1.80 and $2.60 per share, the aggregate purchase price will be between approximately $6.3 million and $9.1 million. We anticipate that we will use cash on hand to purchase all the shares tendered in the tender offer and to pay related fees and...

price = USD 1.8-2.6...rs to obtain current quotations of the market price of our common stock. 9. Source and Amount of Funds. Assuming that 3,500,000 shares are purchased in the tender offer at a price between $1.80 and $2.60 per share, the aggregate purchase price will be between approximately $6.3 million and $9.1 million. We anticipate that we will use cash on hand to purchase all the shares tendered in the tender offer and to pay related fees and...

priority = True...r number of shares as we may elect to purchase, subject to applicable law, have been properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares in the following order of priority: First, we will purchase all shares tendered by all holders of “odd lots” (fewer than 100 shares) who: · tender all shares owned beneficially or of record (partial tenders will not qualify for this preference) at a price at or below the purchase price selected by us; and · complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. Second, subject to the cond...

priority = True...r number of shares as we may elect to purchase, subject to applicable law, have been properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares in the following order of priority: First, we will purchase all shares tendered by all holders of “odd lots” (fewer than 100 shares) who: · tender all shares owned beneficially or of record (partial tenders will not qualify for this preference) at a price at or below the purchase price selected by us; and · complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. Second, subject to the cond...

threshold = 100...en properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares in the following order of priority: First, we will purchase all shares tendered by all holders of “odd lots” (fewer than 100 shares) who: · tender all shares owned beneficially or of record (partial tenders will not qualify for this preference) at a price at or below the purchase price selected by us; and · complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. Second, subject to the conditional...

threshold = 100...en properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares in the following order of priority: First, we will purchase all shares tendered by all holders of “odd lots” (fewer than 100 shares) who: · tender all shares owned beneficially or of record (partial tenders will not qualify for this preference) at a price at or below the purchase price selected by us; and · complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. Second, subject to the conditional...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 ex99-a1a.htm EXHIBIT (A)(1)(A) ex99-a1a.htm Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH Up to 3,500,000 Shares of its Common Stock (including Associated Preferred Share Purchase Rights) At a Purchase Price Not Greater Than $2.60 Nor Less Than $1.80 Per Share by Aware, Inc. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 2, 2009, UNLESS AWARE EXTENDS TH...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 ex99-a1a.htm EXHIBIT (A)(1)(A) ex99-a1a.htm Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH Up to 3,500,000 Shares of its Common Stock (including Associated Preferred Share Purchase Rights) At a Purchase Price Not Greater Than $2.60 Nor Less Than $1.80 Per Share by Aware, Inc. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 2, 2009, UNLESS AWARE EXTENDS TH...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 5 ex99-a1i.htm EXHIBIT (A)(1)(I) ex99-a1i.htm Exhibit (a)(1)(I) Offer to Purchase for Cash Up to 3,500,000 Shares of its Common Stock (including Associated Preferred Share Purchase Rights) At a Purchase Price Not Greater Than $2.60 Nor Less Than $ 2.20 Per Share by Aware, Inc. Aware, Inc. THE TENDER OFFER HAS BEEN AMENDED AND EXTENDED. THE TENDER OFFER , PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,...