NightHawk Radiology Holdings Inc

election_required = True...100 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 Time and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on June 13...

election_required = True...100 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 Time and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on June 13...

expiry = 2008-06-13...GHTHAWK RADIOLOGY HOLDINGS, INC. of Up to 6,211,180 Shares of its Common Stock at a Purchase Price Not Greater Than 8.05 nor Less Than 7.45 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 13, 2008, UNLESS THE OFFER IS EXTENDED. NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 6,211,180 shares of its common stock, par value $0.001 per share (the “common stock”),...

expiry = 2008-06-13...GHTHAWK RADIOLOGY HOLDINGS, INC. of Up to 6,211,180 Shares of its Common Stock at a Purchase Price Not Greater Than 8.05 nor Less Than 7.45 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 13, 2008, UNLESS THE OFFER IS EXTENDED. NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 6,211,180 shares of its common stock, par value $0.001 per share (the “common stock”),...

listed = True...ion by us concerning the events described above will be final and binding on all persons participating in the Offer, subject to such Offer participant’s disputing such determination in a court of competent jurisdiction. 7. Price Range of the Shares The shares are traded on Nasdaq under the symbol “NHWK.” The following table sets forth, for each of the periods indicated, the high and low last reported sales prices per share as reported by Nasdaq, based on published financial sources. High Low Fiscal 2006: First Quarter (from February 9, 2006) $ 26.46 $ 20.65 Second Quarter 24.89 15.95 Third Quarter 20.00 15.98 Fourth Quarter 26.99...

listed = True...ion by us concerning the events described above will be final and binding on all persons participating in the Offer, subject to such Offer participant’s disputing such determination in a court of competent jurisdiction. 7. Price Range of the Shares The shares are traded on Nasdaq under the symbol “NHWK.” The following table sets forth, for each of the periods indicated, the high and low last reported sales prices per share as reported by Nasdaq, based on published financial sources. High Low Fiscal 2006: First Quarter (from February 9, 2006) $ 26.46 $ 20.65 Second Quarter 24.89 15.95 Third Quarter 20.00 15.98 Fourth Quarter 26.99...

mechanism = DUTCH...offering to purchase up to 6,211,180 shares of our common stock, par value $0.001 per share. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.10) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $7.45 to $8.05 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will t...

mechanism = DUTCH...offering to purchase up to 6,211,180 shares of our common stock, par value $0.001 per share. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.10) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $7.45 to $8.05 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will t...

must_tender_all = True...may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the purchase price we determine and do not properly withdraw them before the Expiration Time; and • second, from all other stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfie...

must_tender_all = True...may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the purchase price we determine and do not properly withdraw them before the Expiration Time; and • second, from all other stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis; and Because of the “odd lot” priority and proration provisions described above, we may not purchas...

price = USD 7.45-8.05...ified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.10) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $7.45 to $8.05 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price (in multiples of $0.10) that will allow us to...

price = USD 7.45-8.05...ified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.10) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $7.45 to $8.05 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price (in multiples of $0.10) that will allow us to...

priority = True...than 6,211,180 shares (or such greater number of shares as we may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the purchase price we determine and do not properly withdraw them before the Expiration Time; and • second, from all other stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis (except for stockholders who tendered shares conditi...

priority = True...than 6,211,180 shares (or such greater number of shares as we may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the purchase price we determine and do not properly withdraw them before the Expiration Time; and • second, from all other stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis; and Because of the “odd lot” priority and proration...

threshold = 100...wn. Each share is coupled with an associated right that we will acquire with the shares of common stock we purchase. If 6,211,180 or more shares are tendered, we will purchase all shares tendered at or below the purchase price on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis. Subject to certain limitations and ii Table of Contents legal requirements, in the event that the purchase price is less than the maximum of $8.05 and 6,211,180 or more shares are tendered pursuant to the Offer at or below the purchase price, we reserve the right, and intend to exercise such...

threshold = 100...wn. Each share is coupled with an associated right that we will acquire with the shares of common stock we purchase. If 6,211,180 or more shares are tendered, we will purchase all shares tendered at or below the purchase price on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis. Subject to certain limitations and ii Table of Contents legal requirements, in the event that the purchase price is less than the maximum of $8.05 and 6,211,180 or more shares are tendered pursuant to the Offer at or below the purchase price, we reserve the right, and intend to exercise such...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by NIGHTHAWK RADIOLOGY HOLDINGS, INC. of Up to 6,211,180 Shares of its Common Stock at a Purchase Price Not Greater Than 8.05 nor Less Than 7.45 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by NIGHTHAWK RADIOLOGY HOLDINGS, INC. of Up to 6,211,180 Shares of its Common Stock at a Purchase Price Not Greater Than 8.05 nor Less Than 7.45 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE...