INSPERITY, INC. NSP

election_required = True...00 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 prior to the Expiration Date and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...

expiry = 2012-12-21...ommon Stock for an Aggregate Purchase Price of Not More Than $50 Million at a Per Share Purchase Price Not Less Than $27.00 Per Share Nor Greater Than $31.00 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 p.m., NEW YORK CITY TIME, ON DECEMBER 21, 2012, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Insperity, Inc., a Delaware corporation (the “Company,” “Insperity,” “we,” “our” or “us”), is offering to purchase for cash shares of its...

listed = True...terms and conditions. See Section 7. Our directors and executive officers do not intend to tender their shares in the Offer. In addition, we are not aware of any of our affiliates that intend to tender any Shares in the Offer. See Section 11. Our common stock is listed on the New York Stock Exchange (the “NYSE”) and trades under the symbol “NSP.” On November 23, 2012, the reported closing price of our common stock on the NYSE was $28.29 per share. You are urged to obtain current market quotations for our common stock before deciding whether, and at what price or prices, to tender your shares pursuant to the Offer. See Section 8. THE...

mechanism = DUTCH...mon stock? Insperity, Inc., which we refer to as the “Company,” “Insperity,” “we,” “our” or “us,” is offering to purchase the shares. What will be the Purchase Price for the shares and what will be the form of payment? We are conducting an offer by means of a modified “Dutch auction” to purchase for cash shares of our common stock, par value $0.01 per share, pursuant to (i) auction tenders at prices specified by the tendering stockholders of not less than $27.00 nor greater than $31.00 per share (“Auction Tenders”) or (ii) purchase price tenders (“Purchase Price Tenders”), in either case upon the terms and subject t...

must_tender_all = True...erly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $50 million, we will purchase shares: • First, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the Purchase Price, and do not properly withdraw them prior to the Expiration Date; • Second, from all other stockholders who properly tender shares at or below the Purchase Price, on a pro rata basis, with appropriate adjustments to avoid the purchase of fractional shares (except for stockholders who tendered shares conditio...

price = USD 27.0-31.0...der. After the Expiration Date, Insperity will, upon the terms and subject to the conditions of the Offer, determine a single price per share (the “Purchase Price”), which will be not less than $27.00 and not more than $31.00 per share, that it will pay for shares of our common stock properly tendered in the Offer and not properly withdrawn, taking into account the number of shares tendered pursuant to Auction Tenders and Purchase Price Tend...

priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. If you wish to maximize the chance that your shares will be purchased by us, you should properly tender your shares pursuant to a Purchase Price Tender. Note that these elections could result in the Purchase Price being lower and could result in your shares being purchased at the minimum...

threshold = 100...ified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for...

txn_type = TENDER_OFFEREX-1.(A)(1)(A) 2 d443235dex1a1a.htm OFFER TO PURCHASE Offer to Purchase Exhibit (a)(1)(A) Insperity, Inc. Offer to Purchase for Cash Shares of Its Common Stock for an Aggregate Purchase Price of Not More Than $50 Million at a Per Share Purchase Price Not Less Than $27.00 Per Share Nor Greater Than $31.00 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 p.m., NEW YORK CITY TIME...