Common use of Company Actions Clause in Contracts

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”), which shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9. Each of Parent, Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9The Company hereby consents to the Offer, the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”). The Company has been advised that all of its directors and named executive officers (as that term is defined in Item 402 of Regulation S-K of the SEC) who own Shares intend to tender their Shares pursuant to the Offer. (b) On the date of commencement of the Offer Documents are first filed with the SECOffer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments theretoas amended from time to time, the “Schedule 14D-9”), which shall describe ) describing the recommendations referred to in Section 3.3(b) (subject to Section 6.8) and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness OpinionShares. Parent and Merger Sub shall promptly furnish to provide the Company in writing with all information concerning relating to Parent and Merger Sub that may is required to be required by applicable securities laws for inclusion included in the Schedule 14D-9. Each of Parentthe Company, Parent and Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected, amended or supplemented to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities Laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments or supplements thereto prior to filing such documents with the SEC or disseminating such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall promptly notify provide Parent and Sub upon the receipt of its counsel in writing with any comments the Company or its counsel may receive from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there 14D-9 promptly after the receipt of such comments and shall have been an Adverse Recommendation Change made in accordance consult with Section 6.02, the Parent and its counsel prior to responding to such comments. The Company shall provide Parent and Sub and their respective its counsel with a reasonable opportunity to participate in the formulation response of the Company to those comments and to review and provide comments on that response (to which reasonable and good faith consideration shall be given). The Company shall provide the Parent and its counsel with a copy of any written response sent to the SEC and telephonic notice of any such comments oral responses or discussions with SEC staff. (c) In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub promptly with mailing labels containing the names and addresses of the SEC record holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession or its staff. Prior control regarding the beneficial owners of Shares, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof Offer to the holders of Company Common StockShares. Subject to the requirements of applicable Law, or responding and except for such steps as are necessary to disseminate the Offer Documents and any comments of other documents necessary to consummate the SEC or Transactions, Parent and Merger Sub shall hold in confidence the staff of information contained in any such labels, listings and files, shall use such information only in connection with the SEC with respect theretoOffer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on all copies of such document or responseinformation then in their possession.

Company Actions. (a) Schedule 14D-9. On The Company hereby approves this Agreement and consents to the date inclusion in the Offer Documents are first filed of the Company Board Recommendation (as hereinafter defined), subject only to the Company’s rights to withdraw, modify or amend the Company Board Recommendation in accordance with the SEC, the provisions of Section 5.02. (b) The Company shall file with the SEC SEC, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect (as amended and supplemented from time to the Offer (such Schedule 14D-9, together with any supplements or amendments theretotime, the “Schedule 14D-9”) that shall reflect, subject only to the provisions of Section 5.02, the Company Board Recommendation, and shall disseminate the Schedule 14D-9 to stockholders of the Company as required by Rule 14D-9 promulgated under the Exchange Act. To the extent practicable, the Company shall cooperate with Parent and Offeror in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company’s stockholders. The Schedule 14D-9 shall comply in all material respects with the provisions of applicable federal securities Laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel (it being understood that Parent and its counsel shall provide any comments thereon as soon as reasonably practicable). The Company agrees to provide Parent (in writing, if written), which shall describe and make to consult with Parent and its counsel regarding, any comments that may be received from the Recommendation SEC or its staff (whether written or oral) with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinionpromptly after receipt thereof and any responses thereto. Parent and Sub its counsel shall promptly furnish be given a reasonable opportunity to the Company in writing all information concerning Parent review any such written and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9oral comments and proposed responses. Each of Parentthe Company, Sub Parent and the Company Offeror shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders stockholders of the Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. The . (c) In connection with the Offer, the Company shall promptly notify provide Parent with (or cause Parent to be provided with) mailing labels, security position listings and Sub upon any available listing or computer file containing the receipt of any comments from the SEC or the staff names and addresses of the SEC or any request from the SEC or the staff record holders of the SEC for amendments or supplements to the Schedule 14D-9shares of Company Common Stock as of a recent date, and shall provide Parent with such information and Sub with copies of all written correspondence between assistance as Parent or its agents may reasonably request in communicating the Company and its Representatives, on Offer to the one hand, and the SEC or the staff stockholders of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or responseCompany.

Company Actions. (a) Schedule 14D-9. On the date of commencement of the Offer Documents are first filed with the SECOffer, the Company shall shall, following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any exhibits, amendments or supplements or amendments thereto, the “Schedule 14D-9”)) that, which shall describe and make the Recommendation with respect subject to the Offer right of the Company Board (or a committee thereof) to make a Company Adverse Recommendation Change pursuant to Section 6.3, shall contain the Company Board Recommendation and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the these holders of Shares. The Schedule 14D-9 shall include as an exhibit an Information Statement pursuant to Section 14(f) of the Company Common StockExchange Act and Rule 14f-l promulgated thereunder. The Company shall also include in agrees that it will cause the Schedule 14D-9 to comply in all material respects with the Fairness Opinion. Parent Exchange Act and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by other applicable securities laws for inclusion in the Schedule 14D-9Laws. Each of Parent, Sub Purchaser and the Company shall agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as soon as reasonably practicable and to the extent required by applicable federal securities Laws. The Company shall promptly notify give (x) Parent and Sub upon its counsel reasonable opportunity to review and comment on the receipt of Schedule 14D-9 prior to the filing thereof with the SEC and (y) reasonable and good faith consideration to the reasonable additions, deletions or changes suggested by Parent and its counsel thereto. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements with respect to the Schedule 14D-9, and shall provide Parent and Sub with copies 14D-9 promptly after receipt of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other handsuch comments. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the its staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the . The Company shall provide agrees to give (x) Parent and Sub and their respective its counsel a reasonable opportunity to participate in the formulation of review any response to any such comments of the SEC proposed written or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding oral responses to any comments of the SEC or its staff with respect to the Schedule 14D-9 and (y) reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto by the Parent and its counsel and reasonable opportunity to participate in any substantive telephonic communications with the staff of the SEC with respect related thereto. Notwithstanding the foregoing, the obligations of the Company in the immediately preceding three sentences shall not apply if the Company Board (or a committee thereof) effects a Company Adverse Recommendation Change in accordance with Section 6.3. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation contained in the Schedule 14D-9. (b) The Company shall promptly furnish, or promptly cause its transfer agent to furnish, Parent, or Parent’s designee, with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall promptly provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. Parent and Sub a Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable opportunity efforts to review cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control. (c) The parties hereto shall use reasonable best efforts to propose comments on such document or responsecause the Schedule 14D-9 to be disseminated concurrently with and in the same mailing envelope as the Offer Documents.

Company Actions. (a) Schedule 14D-9. On the date day that the Offer Documents are first Schedule TO is initially filed with the SECSEC by Merger Sub, the Company shall file with the SEC SEC, in a manner that complies with Rule 14d-9 under the Exchange Act, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any all amendments, supplements or amendments and exhibits thereto, the “Schedule 14D-9”)) that shall contain, which subject to the provisions of Section 5.2, the Company Recommendation and the full text of the opinion of the Company Financial Advisor referred to in Section 3.24; provided that, the Company shall describe not be deemed to be in violation of its obligations set forth in this sentence if it has used reasonable efforts to prepare the Schedule 14D-9 on an expeditious basis following the date of this Agreement and make is prepared to file with the Recommendation SEC the Schedule 14D-9 no later than fifteen (15) Business Days after the date of this Agreement. The Company agrees to cause the Schedule 14D-9 to be disseminated to holders of shares of Common Stock, as and to the extent required by all applicable Laws, including the Exchange Act. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to use reasonable best efforts to (i) respond promptly to any comments of the SEC or its staff with respect to the Offer Schedule 14D-9 and describe the other Board Actions, and promptly thereafter shall mail (ii) cause the Schedule 14D-9 when filed to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent comply with applicable Law and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9. Each of Parent, Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that any of them become aware that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The Law, and the Company shall take all steps necessary agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company shares of Common Stock, in each case as and to the extent required by all applicable federal securities Laws, including the Exchange Act. The Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC, and the Company shall give reasonable consideration to any such comments made by Parent, Merger Sub and their counsel. In addition, the Company shall provide Parent, Merger Sub and their counsel promptly notify Parent and Sub upon the receipt with copies of any comments written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-914D-9 promptly after receipt of such comments, andand any written or oral responses thereto. Parent, unless there Merger Sub and their counsel shall have been an Adverse Recommendation Change made be given a reasonable opportunity to review and comment on any proposed written or oral responses to the SEC or its staff in accordance with Section 6.02, respect of the Schedule 14D-9 and the Company shall provide Parent and give reasonable consideration to any such comments made by Parent, Merger Sub and their respective counsel, and shall give Parent, Merger Sub and their counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or substantive telephonic communications with the staff of the SEC with respect related thereto, to the extent such participation is not prohibited by the SEC or applicable Law. Notwithstanding the foregoing, the obligations of the Company in this Section 1.2 shall provide Parent not apply from and Sub after the time the Company Board effects a reasonable opportunity to review and to propose comments on such document or responseCompany Change in Recommendation in accordance with Section 5.2.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”), which shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9. Each of Parent, Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance compliance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments theretoas amended from time to time, the “Schedule 14D-9”), which shall describe and make ) including the Board Recommendation with respect (subject to the Offer Board Recommendation not having been withdrawn or modified) and describe the other Board Actions, and promptly thereafter shall mail (i) disseminate the Schedule 14D-9 to the holders of Shares and Preferred Shares and (ii) set the Company Common Stock. The Company shall also include in Stockholder List Date as of the Schedule 14D-9 record date for purposes of receiving the Fairness Opinionnotice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by applicable securities laws for inclusion Applicable Law to be set forth in the Schedule 14D-914D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Unless or until there has been a Change in Recommendation, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of Parentthe Company, Parent and Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected, amended or supplemented to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities Laws. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or responseApplicable Law.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer containing the recommendations described in Section 5.1(c) (such Schedule 14D-9, together with any all amendments, supplements or amendments and exhibits thereto, the “Schedule 14D-9”), which ) and shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail cause the Schedule 14D-9 to be disseminated to the holders of Shares with the Company Common StockOffer Documents, in each case in a manner that complies with Rule 14d-9 under the Exchange Act and the Securities Laws. The Schedule 14D-9 will comply as to form in all material respects with the Securities Laws. The Company shall also include in deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the Fairness Opinion. filing thereof with the SEC for review and comment by Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9its counsel. Each of Parentthe Company, Parent and Merger Sub and the Company shall use all reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities the Securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, as so correctedamended or supplemented, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities the Securities Laws. The Company shall promptly notify provide Parent and Sub upon the receipt its counsel with copies of any comments written comments, and shall inform them of any oral comments, that the Company or its counsel receive from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements with respect to the Schedule 14D-9, 14D-9 promptly after the receipt of such comments and shall provide give Parent a reasonable opportunity to review and Sub with copies of all comment on any written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other handoral responses to such comments. The Company shall agrees to use all reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the its staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance . (b) In connection with Section 6.02the Offer, the Company shall provide promptly furnish or cause to be furnished to Merger Sub (i) a list of the names and addresses of the record holders of Shares as of the most recent practicable date, as well as mailing labels containing such names and addresses and (ii) security position lists, computer files and any other information identifying the beneficial owners of Shares as of the most recent practicable date which the Company or the transfer agent have in their possession or control or can obtain without unreasonable effort or expense. The Company will furnish or cause to be furnished to Merger Sub such additional information (including updates of the items provided pursuant to the preceding sentence) and such other assistance as Parent may reasonably request in communicating the Offer to the record and beneficial owners of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Sub and their respective counsel a reasonable opportunity to participate agents shall hold in confidence the formulation of any response to information contained in any such comments of labels, listings and files, will use such information only in connection with the SEC or its staff. Prior Offer and the Merger and, if this Agreement shall be terminated, will, upon request, deliver, and will use their reasonable best efforts to cause their agents to deliver, to the filing Company all copies of the Schedule 14D-9 (such information then in their possession or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or responsecontrol.

Company Actions. (a) Contemporaneously with the filing of the Schedule 14D-9. On the date TO or as promptly as practicable thereafter on the Offer Documents are first filed with the SECCommencement Date, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Documents and related documents) disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any amendments or supplements or amendments thereto, the “Schedule 14D-9”)) that, which subject only to Section 5.3, shall describe reflect the Company Recommendation. The Company shall cause the Schedule 14D-9 and make the Recommendation filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with all other applicable Laws. Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC, and the Company shall consider and incorporate any such comments as the Company and its counsel deem appropriate. The Company shall promptly provide Parent and its legal counsel with a copy of any written comments and a description of any oral comments received by the Company or its legal counsel from the SEC or its staff with respect to the Offer Schedule 14D- 9 and describe shall use reasonable best efforts to respond promptly to any such comments. To the other Board Actions, and promptly thereafter shall mail extent required by the Schedule 14D-9 to the holders applicable requirements of the Company Common Stock. The Company shall also include in Exchange Act and the Schedule 14D-9 the Fairness Opinion. Parent rules and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required regulations thereunder or by applicable securities laws for inclusion in the Schedule 14D-9. Each other Laws, (i) each of Parent, Merger Sub and the Company shall use reasonable best efforts to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and (ii) the Company shall take all steps necessary to cause the Schedule 14D-9, as so correctedsupplemented or amended to correct such information, to be filed with the SEC and the Schedule 14D-9and, as so correctedif required by applicable Laws, to be disseminated to the holders of Shares. Parent and Merger Sub shall promptly furnish to the Company Common Stockall information concerning Parent and Merger Sub that may be reasonably requested in connection with any action contemplated by this Section 1.2(a). (b) The Company shall promptly provide to Parent (i) a list of the Company’s stockholders as well as mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date, and to (ii) such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the extent Offer or the Merger. Except as may be required by applicable federal securities Laws. The Company shall promptly notify Laws or legal process, and except as may be necessary to disseminate the Offer Documents, Parent and Merger Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9shall hold in confidence, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02the terms of the Confidentiality Agreement and this Agreement, any information contained in any such labels, listings and files provided by the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or responseParent.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are first filed with is commenced, following the SECfiling of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any exhibits, amendments or supplements or amendments thereto, the “Schedule 14D-9”) that, subject to Section 6.1(b), which shall describe and make reflect the Recommendation with respect to the Offer and describe the other Company Board Actions, and promptly thereafter Recommendation. The Company agrees that it shall mail cause the Schedule 14D-9 to comply in all material respects with the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent Exchange Act and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by other applicable securities laws for inclusion in the Schedule 14D-9Legal Requirements. Each of Parent, Sub Purchaser and the Company shall agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities Lawslaws. Parent and Purchaser shall promptly furnish or otherwise make available to Company or Company’s legal counsel all information concerning Parent and Purchaser and their stockholders that may be required in connection with any action contemplated by this Section 1.2(a). Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall respond promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the its staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the . The Company shall provide Parent and Sub and their respective its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9. On To the date the Offer Documents are first filed extent reasonably practicable, concurrently with the SECfiling by Acquisition Sub of the Schedule TO or as soon as practicable thereafter, the Company shall file with the SEC SEC, in a manner that complies with Rule 14d-9 under the Exchange Act, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any all amendments, supplements or amendments and exhibits thereto, the “"Schedule 14D-9”)") that shall contain the notice of appraisal rights to holders of shares of Common Stock and, which shall describe and make the Recommendation with respect subject to the Offer and describe provisions of Section 6.4, the other Board Actions, and promptly thereafter shall mail Company Recommendation. The Company agrees to cause the Schedule 14D-9 to the be disseminated to holders of the Company shares of Common Stock, as and to the extent required by all applicable Laws, including the Exchange Act. The Company shall also include in Company, on the Schedule 14D-9 the Fairness Opinion. one hand, and Parent and Sub shall promptly furnish Acquisition Sub, on the other hand, agree to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9. Each of Parent, Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The Law, and the Company shall take all steps necessary agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company shares of Common Stock, in each case as and to the extent required by all applicable federal securities Laws, including the Exchange Act. The Parent, Acquisition Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, Acquisition Sub and their counsel. In addition, the Company shall provide Parent, Acquisition Sub and their counsel promptly notify Parent and Sub upon the receipt with copies of any comments written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. Parent, Acquisition Sub and their counsel shall be given a reasonable opportunity to review any proposed written or oral responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, Acquisition Sub and their counsel, and to participate in any substantive telephonic communications with the staff of the SEC or any request from related thereto. Notwithstanding the SEC or foregoing, the staff obligations of the SEC for amendments or supplements to Company in the Schedule 14D-9, preceding three sentences of this Section 2.2(a) shall not apply from and shall provide Parent and Sub with copies of all written correspondence between after the time the Company and its Representatives, on the one hand, and the SEC or the staff Board effects a Company Change of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff6.4. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.b)

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are first filed with the SECis commenced, the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any exhibits, amendments or supplements or amendments thereto, the “Schedule 14D-9”)) that, which subject to Section 6.02, shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of contain the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9Recommendation. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary use reasonable efforts to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to promptly be filed with the SEC and the Schedule 14D-9, as so corrected, to promptly be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities LawsLaw. The Company Parent and Merger Sub shall promptly notify furnish or otherwise make available to the Company or its counsel any information concerning Parent and or Merger Sub upon that is required by the receipt of any comments from the SEC Exchange Act or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements advisable to be set forth in the Schedule 14D-9. Unless the Company Board has made a Change of Recommendation, and shall provide Parent and Sub its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with copies of all written correspondence between the SEC. Unless the Company and its Representatives, on the one hand, and the SEC or the staff Board has made a Change of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02Recommendation, the Company shall provide Parent and Sub its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall give Parent and their respective its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the its staff of the SEC with respect theretoto the Schedule 14D-9, except if the Company Board has made a Change of Recommendation in connection therewith, and the Company shall respond promptly to any such comments. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, as of the most recent practicable date, (including lists of non-objecting beneficial owners), and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request from time to time in connection with the Offer. Parent and Merger Sub and their Representatives shall hold in confidence pursuant to the Confidentiality Agreement the information contained in any such labels, listings and files, shall use such information only in connection with the transactions contemplated by this Agreement and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy (at the Company’s election) all copies and any extracts or summaries from such information then in their possession or control. (c) Subject to Section 6.02, the Company consents to the inclusion in the Offer Documents of a reasonable opportunity to review and to propose comments on such document or responsedescription of the Company Recommendation.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”), which which, except as expressly contemplated by Section 6.02(d), shall describe and make the Recommendation with respect to the Offer and describe the other Board ActionsOffer, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9. Each of Parent, Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Lawsrespect. The Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, and the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments theretoas amended from time to time, the “Schedule 14D-9”), which Schedule 14D-9 shall describe and make include the Recommendation with respect (subject to the Offer Recommendation not having been withdrawn or modified in accordance with Section 6.4) and describe the other Board Actions, and promptly thereafter shall mail cause the Schedule 14D-9 to the be disseminated to holders of Shares as and to the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinionextent required by applicable Law. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by applicable securities laws for inclusion Law to be set forth in the Schedule 14D-914D-9 and provide such other assistance with the preparation of the Schedule 14D-9 as may be reasonably requested by the Company. Prior to a Change of Recommendation, if any, (i) Parent shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and the Company shall give reasonable and good faith consideration to any comments made by Parent and (ii) the Company shall (A) promptly provide Parent in writing any comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (and shall give Parent prompt telephonic notice of any material discussions with the SEC staff), (B) provide Parent a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Parent on any such responses. Each of Parentthe Company, Parent and Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected, amended or supplemented to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities Laws. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or responseLaw.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, with respect to the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any amendments and supplements or amendments thereto and including the exhibits thereto, the “Schedule 14D-9”)) which, which subject to Section 6.04, shall describe contain the Company Board Recommendation. Parent shall cause the Schedule 14D-9 to be disseminated to the shareholders of the Company along with the Offer Documents in accordance with Rule 14d-9 under the Exchange Act and make Federal Securities Laws. The Company shall cause the Recommendation Schedule 14D-9 to comply in all material respects with the Federal Securities Laws. The Company shall deliver copies of the proposed form of the Schedule 14D-9 (including any amendments or supplements thereto) to Parent within a reasonable time prior to the dissemination or filing thereof for review and comment by Parent and its counsel, and shall consider in good faith any comments of Parent. Each of the Company, Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9. Each of Parent, Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities the Federal Securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and cause the Schedule 14D-9, as so correctedamended or supplemented, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities the Federal Securities Laws. The Company shall promptly notify provide Parent and Sub upon the receipt its counsel with copies of any comments written comments, and shall inform them of any oral comments, that the Company or its counsel receive from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-914D-9 promptly after the receipt of such comments and shall give Parent a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to such comments. (b) In connection with the Offer, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02if requested by Merger Sub, the Company shall provide Parent promptly furnish or cause to be furnished to Merger Sub mailing labels containing the names and Sub and their respective counsel a reasonable opportunity to participate in the formulation addresses of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the all record holders of Company Common Stock, or responding a non-objecting beneficial owners list and security position listings of Company Common Stock held in stock depositories, each as of a recent date, and shall promptly furnish to any comments Merger Sub such additional information, including updated lists of shareholders of the SEC Company, mailing labels, security position listings and computer files, and such other information and assistance as Merger Sub or its agents may reasonably request for the staff purpose of communicating the Offer to the shareholders of the SEC with respect theretoCompany. Subject to the requirements of applicable Law and the Confidentiality Agreement, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Company shall provide Merger and the other transactions contemplated by this Agreement, Parent and Merger Sub a reasonable opportunity and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with such transactions and, if this Agreement shall be terminated, will, upon request, deliver, and will cause their agents to review and deliver, to propose comments on the Company, or destroy or cause their agents to destroy, all copies of such document information then in their possession or responsecontrol.

Company Actions. The Company hereby consents to the Offer and represents and warrants that a majority of its Board of Directors (at meetings duly called and held) has (a) Schedule 14D-9. On determined as of the date hereof that the Offer Documents and the Merger are first filed with fair to and in the SECbest interests of the stockholders of the Company and (b) subject to the fiduciary duties of the Board of Directors, resolved to recommend acceptance of the Offer and, if required by applicable law, approval and adoption of this Agreement and the Merger by the stockholders of the Company. As soon as practicable after the commencement of the Offer, the Company shall file or cause to be filed with the SEC a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to (the Offer (such Schedule "SCHEDULE 14D-9, together with any supplements or amendments thereto, ") containing the “Schedule 14D-9”), which shall describe and make recommendation of the Recommendation with respect to majority of the Board of Directors in favor of the Offer and describe the other Board Actions, Merger and promptly thereafter shall mail permit the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-914D-1 of such recommendation, in each case subject to the fiduciary duties of the Board of Directors of the Company. Each of Parentthe Company, Sub Parent and the Company shall Purchaser will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become becomes false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The and the Company shall will take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities Lawslaw. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company shall promptly notify agrees to provide Parent and Sub upon the receipt of with any comments that may be received from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall 14D-9 promptly after receipt thereof and to further provide Parent and Sub and their respective counsel with a reasonable opportunity to participate in the formulation of any response to any such comments of all substantive communications with the SEC or and its staff. Prior staff relating to the filing of Schedule 14D-9, the Schedule 14D-9 (or any amendment or supplement thereto) Offer or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or responsetransactions contemplated thereby.

Company Actions. (a) Schedule 14D-9. Subject to Section 6.8, and without limitation of the right to terminate this Agreement pursuant to Article 8, the Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement (the “Transactions”). (b) On the date of the Offer Documents are first filed with commencement of the SECOffer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments theretoas amended and supplemented from time to time, the “Schedule 14D-9”)) and shall use its reasonable best efforts to disseminate the Schedule 14D-9, which shall describe and make the Recommendation with respect to the Offer extent required by Rule 14D-9 promulgated under the Exchange Act and describe the any other Board Actionsapplicable Laws, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness OpinionShares. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by the Exchange Act to be set forth in the Schedule 14D-9. Subject to the provisions of Section 6.8 below, the Offer Documents and the Schedule 14D-9 shall contain the Board Recommendation, and the Company hereby consents to the inclusion in the Offer Documents of such recommendation. The Schedule 14D-9 shall comply in all material respects with the requirements of applicable U.S. federal securities laws Laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company’s shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the Company makes no covenant, agreement, representation or warranty with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Each of Parentthe Company, Parent and Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent necessary such that such information shall have become false the Schedule 14D-9 does not contain any untrue statement of a material fact or misleading in omit to state any material respect fact required to be stated therein or as otherwise required by applicable federal securities Lawsnecessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected, amended or supplemented to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable U.S. federal securities Laws. The . (c) Except in connection with either (i) a Takeover Proposal that the Board of Directors of the Company shall promptly notify and/or a special committee of the Board (the “Company Board”) determines in good faith (after consultation with the Company’s outside counsel and financial advisor(s)) constitutes or is reasonably likely to lead to a Superior Proposal or (ii) a Company Adverse Recommendation Change, in each case subject to the provisions of Section 6.8: (A) Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and its counsel shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub be afforded a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC and disseminated to propose holders of Shares; and (B) The Company shall provide Parent and its counsel copies of any written comments on or telephonic notification of any oral comments or other communications the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such document comments or responseother communications, shall consult with Parent and its counsel prior to responding to any such comments or other communications, and shall provide Parent with copies of all written responses and telephonic notification of any oral responses thereto of the Company and its counsel. Parent and its counsel shall be given a reasonable opportunity to review any such responses and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel prior to the submission of any such responses. (d) As promptly as practical after the date hereof, and in any event within four (4) Business Days, the Company shall instruct its transfer agent to furnish Merger Sub promptly with mailing labels containing the names and addresses of the record holders of Shares as of a recent date and of those Persons becoming record holders subsequent to such date, together with copies of all available lists of shareholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Shares, and shall furnish to Merger Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent may reasonably request, in each case, for the sole purpose of communicating the Offer to the holders of Shares. Subject to the requirements of applicable Law and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the Transactions, Parent and Merger Sub shall, until consummation of the Offer, hold in confidence the information contained in any of such labels and lists in accordance with the Confidentiality Agreement, shall use such information only in connection with the Offer, the Merger and the Transactions and, if this Agreement shall be terminated in accordance with Section 8.1, shall deliver to the Company all copies of such information then in their possession or under their control.

Company Actions. (a) Schedule 14D-9. On Unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 6.04, the Company shall, on the date the Offer Documents are first Schedule TO is filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any all amendments, supplements or amendments and exhibits thereto, the “Schedule 14D-9”)) which, which subject to Section 6.04, shall describe and make contain the Recommendation with respect to the Offer and describe the other Company Board Actions, and promptly thereafter Recommendation. The Company shall mail cause the Schedule 14D-9 to (i) be promptly disseminated to the holders of the Company Common Stock. The Company shall also include Shares as and to the extent required by applicable federal securities Laws and (ii) comply as to form in all material respects with the Schedule 14D-9 requirements of the Fairness OpinionExchange Act, the applicable rules and regulations of the NYSE American and all other applicable Laws. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by applicable federal securities laws Laws for inclusion in the Schedule 14D-9. Each The Company, on the one hand, and each of ParentParent and Merger Sub, Sub and on the Company other hand, shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall be or shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common Stockthe Shares, in each case case, as and to the extent required by applicable federal securities Laws. The Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC and disseminated to holders of Shares, and the Company shall promptly notify give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent and Sub upon its counsel. In addition, the receipt of Company agrees to provide Parent and its counsel with any comments comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-914D-9 promptly after the receipt of such comments, and, unless there shall have been an Adverse Recommendation Change made in accordance to consult with Section 6.02, the Company shall Parent and its counsel prior to responding to any such comments and to provide Parent and Sub and their respective its counsel with a reasonable opportunity to participate in (A) the formulation of any response to any such comments of and (B) any discussions with the SEC or its staffstaff concerning such comments. Prior The Company shall provide Parent with copies of all such written responses (or if oral responses, summaries thereof) submitted to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of SEC. The Company Common Stock, or responding shall respond promptly to any comments of the SEC or the its staff of the SEC with respect thereto, to the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or responseSchedule 14D-9.

Company Actions. (a) Schedule 14D-9. The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are first filed with the SEC, the Company shall shall, concurrently with the filing of the Schedule TO, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any all amendments and supplements or amendments thereto and including exhibits thereto, the “Schedule 14D-9”)) containing, which subject to section 5.3, the Company Board Recommendation and shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail cause the Schedule 14D-9 to be disseminated to the holders of the Company Common StockStock as and to the extent required by United States federal securities Laws, including Rule 14d-9 under the Exchange Act. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company in writing or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 and all other information concerning Parent and Merger Sub that may be required reasonably requested by applicable securities laws the Company for inclusion in the Schedule 14D-9. Each of the Company, Parent, and Merger Sub and the Company shall promptly correct any information provided supplied by it or on its behalf for use inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected, amended or supplemented to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable federal securities LawsLaw. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC SEC, or any request from the SEC or the staff of the SEC for amendments or supplements supplements, to the Schedule 14D-9, and shall promptly provide Parent and Sub with copies of all written correspondence and summaries of all material oral communications between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or and any amendment or supplement theretothereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect theretoto the Schedule 14D-9, the Company shall provide Parent Parent, Merger Sub and Sub their counsel a reasonable opportunity to review and to propose comments comment on such document the Schedule 14D-9 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9, then it shall use its commercially reasonable efforts to respond promptly to such comments. (c) The Schedule 14D-9 shall also contain and constitute the notice to holders of Company Common Stock of the availability of appraisal rights in connection with the Merger required to be delivered to such holders by section 262(d) of the DGCL. The Company shall set the record date for the holders of Company Common Stock to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to such holders to the extent required by section 262(d) of the DGCL. (d) The Company shall, or shall cause its transfer agent to, furnish Parent and Merger Sub and their agents promptly (and in any event no later than five Business Days) after the date of this agreement and from time to time thereafter as requested by Parent or Merger Sub with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the latest practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub such other information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent or Merger Sub may reasonably request in connection with the Offer. The date of the list of stockholders used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated is referred to as the “Stockholder List Date”. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger Transactions, Parent and Merger Sub and their Representatives shall use the information contained in any such labels, listings and files only in connection with the Merger Transactions, shall treat such information and materials in accordance with the terms and conditions of the Confidentiality Agreement, and, if this agreement is terminated, shall destroy all copies of such information then in their possession or under their control promptly upon the written request of the Company.

Company Actions. (a) Schedule 14D-9The Company hereby consents to the Offer and represents that (i) its Board of Directors, at a meeting duly called and held, has duly and by the affirmative vote of at least 4/5ths of the duly elected, qualified and acting members of the Board at the time of such meeting, adopted resolutions approving the Offer, the Merger (as defined in Section 2.1) and this Agreement, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending acceptance of the Offer and approval of the Merger and this Agreement by the stockholders of the Company and (ii) ▇. On ▇. ▇▇▇▇▇▇ Securities Inc. ("JPMorgan") has delivered to the Company's Board of Directors its opinion that as of the date of this Agreement the cash consideration to be received by holders of the Common Shares for such Shares is fair to such holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents are first filed with of the SEC, recommendations of the Company's Board of Directors described in this Section. (b) The Company shall will file with the SEC on the date of the commencement of the Offer a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing such recommendations of the Board in favor of the Offer and the Merger, and shall disseminate the Schedule 14D-9 as required by Rule 14d-9 promulgated under the Exchange Act. The Company will deliver the proposed forms of the Schedule 14D-9 and the exhibits thereto to Parent within a reasonable time prior to the commencement of the Offer for prompt review and comment by Parent and its counsel. Parent and its counsel shall be given a reasonable opportunity to review any amendments and supplements to the Schedule 14D-9 prior to their filing with the SEC or dissemination to stockholders of the Company. The Company will provide Parent and its counsel in writing any comments that the Company or its counsel may receive from the SEC or its staff with respect to the Offer (such Schedule 14D-9 promptly after receipt thereof. The Company represents that the Schedule 14D-9, together on the date filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any supplements untrue statement of a material fact or amendments thereto, the “Schedule 14D-9”), which shall describe and omit to state any material fact required to be stated therein or necessary in order to make the Recommendation with respect to the Offer and describe the other Board Actionsstatements therein, and promptly thereafter shall mail the Schedule 14D-9 to the holders in light of the Company Common Stockcircumstances under which they were made, not misleading. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9. Each of Parent, Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The Company shall and take all steps necessary to cause the such Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders stockholders of Company Common Stockthe Company, in each case as and to the extent required by applicable federal securities Laws. The Company shall promptly notify Parent and Sub upon laws. (c) In connection with the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02Offer, the Company shall provide furnish to, or cause to be furnished to, Parent mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date and shall furnish Parent with such information and assistance as Parent or its agents may reasonably request in communicating the Offer to the stockholders of the Company. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Acquisition Sub shall, and shall cause each of their affiliates to, hold the information contained in any of such labels and lists in confidence, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control. (d) Promptly upon the acceptance for payment of and payment for any Shares by Acquisition Sub, Acquisition Sub shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Acquisition Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company and (ii) the percentage that such number of votes represented by Shares so purchased bears to the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, including applicable fiduciary duties, cause Acquisition Sub's designees to be so elected by its existing Board of Directors; provided, however, that in the event that Acquisition Sub's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least three directors who are directors on the date of this Agreement and who are not officers or affiliates of the Company (the "Independent Directors"); and provided further, that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company, or officers or affiliates of Parent or any of their respective counsel a reasonable opportunity subsidiaries, and such persons shall be deemed to participate in be Independent Directors for purposes of this Agreement. Subject to applicable law, including applicable fiduciary duties, the formulation of any response Company shall take all action requested by Parent necessary to effect any such comments election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the SEC or its staff. Prior to Exchange Act and Rule 14(f)-1 promulgated thereunder, and the filing Company shall make such mailing with the mailing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof provided that Parent and Acquisition Sub shall have provided to the holders of Company Common Stock, or responding on a timely basis all information required to any comments of be included in the SEC or the staff of the SEC Information Statement with respect theretoto Acquisition Sub's designees). In connection with the foregoing, the Company shall provide Parent and Sub a reasonable opportunity will, subject to review and applicable law, including applicable fiduciary duties, promptly, at the option of Parent, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to propose comments on such document enable Acquisition Sub's designees to be elected or responseappointed to the Company's Board of Directors as provided above.

Company Actions. (a) Concurrently with the filing of the Schedule 14D-9. On TO, or (ii) if a Change in Recommendation shall have occurred in accordance with Section 6.03, no later than ten Business Days from the date of commencement of the Offer Documents are first filed with the SECOffer, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule 13E-3 in each case with respect to the Offer containing, to the extent that no Change in Recommendation shall have occurred in accordance with Section 6.03, the Special Committee Recommendation and the Company Board Recommendation (such Schedule 14D-9, together with any all amendments, supplements or amendments and exhibits thereto, the “Schedule 14D-9Recommendation Documents”), which ) and shall describe and make cause the Recommendation with respect Documents to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 be disseminated to the holders of Shares to the Company Common Stockextent required by the Securities Laws and, in each case in a manner that complies with Rule 14d-9 under the Exchange Act and the Securities Laws. The Company shall also include in deliver copies of the Schedule 14D-9 proposed form of the Fairness Opinion. Recommendation Documents to Parent and its counsel within a reasonable time prior to the filing thereof with the SEC for review and comment by Parent and its counsel and the Company shall give reasonable and good faith consideration to any such comments. Each of Parent and Merger Sub shall, and Parent shall cause any of its Affiliates to, promptly furnish furnish, in writing, to the Company in writing all information concerning Parent, Merger Sub and the Affiliates of Parent and Sub that may be required by applicable securities laws Laws or reasonably requested by the Company for inclusion in the Schedule 14D-9Recommendation Documents. Each The Company agrees to use reasonable best efforts to respond promptly to any comments of Parentthe SEC or its staff with respect to the Recommendation Documents, and each of the Company, Parent and Merger Sub and the Company shall agrees promptly correct to correct, in writing, any information provided by it for use in the Schedule 14D-9 Recommendation Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities the Securities Laws. The Company shall take all steps necessary to amend or supplement the Recommendation Documents and to cause the Schedule 14D-9Recommendation Documents, as so correctedamended or supplemented, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities the Securities Laws. The Company shall promptly notify provide Parent and Sub upon the receipt its counsel with copies of any comments written comments, and shall inform them of any oral comments, that the Company or the Special Committee, or their respective counsel, receive from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there Recommendation Documents promptly after the receipt of such comments and shall have been an Adverse Recommendation Change made in accordance with Section 6.02give Parent and its counsel a reasonable opportunity to review and comment on any written or oral responses to such comments, the Company shall provide give reasonable and good faith consideration to any such comments and allow Parent and Sub and their respective its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the Company to the SEC comments, including to the extent practicable, by participating with the Company or its staff. Prior to counsel in any discussions or meetings with the filing of SEC. (b) In connection with the Schedule 14D-9 (or any amendment or supplement thereto) or Offer and the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect theretoMerger, the Company shall provide reasonably promptly furnish or cause to be furnished to Parent and Merger Sub a (i) mailing labels, security position listings of Shares held in stock depositories and any available listing or computer file containing the names and addresses of the record holders of Shares, each as of the most recent practicable date, and (ii) such additional information, including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance as Parent, Merger Sub or their agents may reasonably request in connection with communicating to the record and beneficial holders of Shares with respect to the Offer and the Merger. Subject to the requirements of applicable Law, and except for steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Merger Sub shall use such information only in connection with the Transactions and, if this Agreement is terminated in accordance with Section 8.01, shall promptly destroy or deliver to the Company (and shall use their respective reasonable opportunity best efforts to review cause their respective agents and representatives to propose comments on destroy or deliver to the Company) all copies and any extract or summaries of such document information in possession of Parent and Merger Sub and their respective agents and representatives and shall provide written certification to the Company of such destruction or response.delivery no later than ten Business Days from such termination

Company Actions. (a) Schedule 14D-9. The Company hereby approves of and consents to the Offer, the Merger and the other Merger Transactions and consents to the inclusion in the Offer Documents of the Company Board Recommendation. (b) On the date the Offer Documents are first filed with the SEC, the Company shall shall, concurrently with the filing of the Schedule TO, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any all amendments and supplements or amendments thereto and including exhibits thereto, the “Schedule 14D-9”)) containing, which subject to section 5.3, the Company Board Recommendation and shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail cause the Schedule 14D-9 to be disseminated to the holders of the Company Common StockStock as and to the extent required by United States federal securities Laws, including Rule 14d-9 under the Exchange Act. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the Company in writing or the Company’s legal counsel upon request all information concerning Parent and Merger Sub that is required by the Exchange Act or other applicable Law to be set forth in the Schedule 14D-9 and all other information concerning Parent and Merger Sub that may be required reasonably requested by applicable securities laws the Company for inclusion in the Schedule 14D-9. Each of the Company, Parent, and Merger Sub and the Company shall promptly correct any information provided supplied by it or on its behalf for use inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary and use all reasonable efforts to promptly amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected, amended or supplemented to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as soon as and to the extent required by applicable federal securities LawsLaw. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC SEC, or any request from the SEC or the staff of the SEC for amendments or supplements supplements, to the Schedule 14D-9, and shall promptly provide Parent and Sub with copies of all written correspondence and summaries of all material oral communications between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or and any amendment or supplement theretothereto (that does not contain or relate to an Adverse Recommendation Change) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect theretoto the Schedule 14D-9, the Company shall provide Parent Parent, Merger Sub and Sub their counsel a reasonable opportunity to review and to propose comments comment on such document the Schedule 14D-9 or amendment or supplement or response, and the Company shall give reasonable consideration to any such comments. Unless the Offer has been terminated in accordance with the terms of this agreement, in the event that the Company receives any comments from the SEC or its staff with respect to the Schedule 14D-9, then it shall use its commercially reasonable efforts to respond promptly to such comments.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are first filed with is commenced, following the SECfiling of the Schedule TO, the Company shall (i) file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable federal securities laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any exhibits, amendments or supplements or amendments thereto, the “Schedule 14D-9”) that, subject to Section 6.1(b), which shall describe reflect the Company Board Recommendation and make (ii) otherwise comply with the Recommendation with respect requirements of Rules 14d-5 and 14d-9 promulgated under the Exchange Act, as and to the Offer and describe the other Board Actions, and promptly thereafter extent required by applicable Legal Requirements. The Company agrees that it shall mail cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and other applicable Legal Requirements. Unless requested otherwise by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares together with the Company Common StockOffer Documents. The Company shall also include in respond promptly to any comments of the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish SEC or its staff with respect to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9. Each of Parent, Merger Sub and the Company shall agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and to correct any material omissions therefrom, and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities Lawslaws. Except from and after the time at which a Company Adverse Change Recommendation is effected, Parent and Merger Sub shall promptly furnish or otherwise make available to the Company or its legal counsel all information concerning Parent and Merger Sub and their stockholders that may be required in connection with any action contemplated by this Section 1.2(a). Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The obligations of the Company in this Section 1.2(a) shall not apply if the Company Board effects a Company Adverse Change Recommendation or has formally determined to do so. The Company shall respond promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the its staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or response.

Company Actions. (a) Schedule 14D-9. On Subject to Sections 5.03 and 8.04, the Company hereby approves the Offer, the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”). (b) Subject to Section 5.03, on the date the Offer Documents are first filed with the SECSEC or as promptly as practicable thereafter, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any exhibits, amendments or supplements or amendments thereto, the “Schedule 14D-9”), which shall describe and make including a description of the Company Board Recommendation with respect (subject to the Offer and describe the other Board ActionsSection 5.03), and promptly thereafter shall mail disseminate the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by applicable securities laws for inclusion the Exchange Act to be set forth in the Schedule 14D-9. Each of Parentthe Company, Parent and Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, as so correctedamended or supplemented, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal U.S. Federal securities Laws. The Company shall promptly notify provide Parent and Sub upon the receipt its counsel with copies of any comments written comments, and shall inform Parent and its counsel of any oral comments, that the Company or its counsel may receive from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, 14D-9 promptly after the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation receipt of any response to any such comments of the SEC or its staffcomments. Prior to the filing of the Schedule 14D-9 (or including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the its staff of the SEC with respect theretoto the Schedule 14D-9, the Company shall (x) provide Parent and Sub its counsel a reasonable opportunity to review and to propose comments comment on such document Schedule 14D-9 or responseresponse (including the proposed final version thereof), and (y) give reasonable and good faith consideration to any comments made by Parent or its counsel. The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation (subject to the prior sentence and except to the extent that the Company Board shall have withdrawn or modified the Company Board Recommendation in accordance with Section 5.03(b)). (c) In connection with the Offer, the Company shall cause its transfer agent to promptly furnish Merger Sub with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the most recent practicable date and of those Persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Merger Sub such information and reasonable assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company’s stockholders. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company (and shall cause their agents to deliver to the Company) all copies of such information. (d) The Company shall register (and shall instruct its transfer agent to register) the transfer of shares of Company Common Stock accepted for payment by Merger Sub effective on or after the Offer Closing Date.

Company Actions. (a) Schedule 14D-9. On The Company hereby consents to, and adopts and approves, the date Offer, and on the Offer Documents are first filed with commencement of the SECOffer, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”), which ) and shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness OpinionShareholders. Parent and Merger Sub shall as promptly as reasonably practicable furnish to the Company in writing all information concerning Parent and Merger Sub that may be is required or reasonably requested by applicable securities laws the Company for inclusion in the Schedule 14D-9. Each of Parentthe Company, Parent and Merger Sub and the Company shall promptly correct any information provided by it for use or incorporation by reference in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and, subject to the provisions of this Agreement, the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected, amended or supplemented to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShareholders, in each case as and to the extent required by all applicable federal securities Laws. The Parent and Merger Sub and their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any supplements or amendments thereto prior to the filing thereof with the SEC, and the Company shall promptly notify give due consideration to any such comments proposed by Parent and Merger Sub upon or its counsel. In the receipt of event that Company receives any comments from the SEC or its staff with respect to Schedule 14D-9, it shall use (i) its reasonable best efforts to respond promptly to such comments and (ii) its good faith, reasonable efforts to resolve the staff issues raised therein. The Company shall (w) provide Parent and Merger Sub and their counsel in writing with any written comments (or a summary of any material oral comments) the SEC Company or any request its counsel may receive from the SEC or the its staff of the SEC for amendments or supplements with respect to the Schedule 14D-914D-9 promptly, but in no event later than one (1) Business Day, after the receipt of such comments, (x) provide Parent, Merger Sub and shall provide Parent and Sub their counsel with copies of all written material correspondence between the Company and its Representativescounsel, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and(y) give Parent, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation response of the Company to those comments and to provide comments on any response response, and (z) give due consideration to any such comments of comments. (b) In connection with the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect theretoOffer, the Company shall provide cause its transfer agent to furnish Merger Sub promptly (and, in any case, prior to the commencement of the Offer) with mailing labels containing the names and addresses of the record holders of the Shares as of the latest practicable date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company’s possession or control regarding the record or beneficial owners of the Shares (including, the names and addresses of the participants of the ESPP and the number of Shares credited to each such participant under the ESPP), and shall furnish to Merger Sub such information and assistance (including updated lists of shareholders, security position listings, electronic versions of such information and computer files) as Parent may reasonably request in communicating the Offer to the Company Shareholders and beneficial holders of the Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Parent and Merger Sub shall, and shall cause their agents to, treat the information contained in any such labels, listings and files in accordance with the terms and conditions of the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information then in their possession or under their control and shall instruct their representatives and agents to do the same. (c) Company shall not, and shall cause its Subsidiaries not to, tender any Shares held by the Company or any of its Subsidiaries (other than in a fiduciary capacity) into the Offer. (d) The Company has been informed that all directors of the Company intend to tender all of their respective Shares, if any, in the Offer and that the Offer Documents may so state. The Company shall, and shall use reasonable opportunity efforts to review cause any third parties to, cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Stock Plan, and to propose comments on permit such document or responseholders of Shares to tender their Shares in the Offer, including causing the custodian of the ESPP to promptly disseminate the Offer Documents to the participants of the ESPP.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are first filed with the SECis commenced, the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any exhibits, amendments or supplements or amendments thereto, the “Schedule 14D-9”)) that, which subject to Section 6.02, shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of contain the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9Recommendation. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary use reasonable efforts to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to promptly be filed with the SEC and the Schedule 14D-9, as so corrected, to promptly be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities LawsLaw. The Company Parent and Merger Sub shall promptly notify furnish or otherwise make available to the Company or its counsel any information concerning Parent and or Merger Sub upon that is required by the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements Exchange Act to be set forth in the Schedule 14D-9. Unless the Company Board has made a Change of Recommendation, and shall provide Parent and Sub its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with copies of all written correspondence between the SEC. Unless the Company and its Representatives, on the one hand, and the SEC or the staff Board has made a Change of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02Recommendation, the Company shall provide Parent and Sub its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall give Parent and their respective its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the its staff of the SEC with respect theretoto the Schedule 14D-9, except if the Company Board has made a Change of Recommendation in connection therewith, and the Company shall respond promptly to any such comments. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, as of the most recent practicable date, (including lists of non-objecting beneficial owners), and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request from time to time in connection with the Offer. Parent and Merger Sub and their Representatives shall hold in confidence pursuant to the Confidentiality Agreement the information contained in any such labels, listings and files, shall use such information only in connection with the transactions contemplated by this Agreement and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy (at the Company’s election) all copies and any extracts or summaries from such information then in their possession or control. (c) Subject to Section 6.02, the Company consents to the inclusion in the Offer Documents of a reasonable opportunity to review and to propose comments on such document or responsedescription of the Company Recommendation.

Company Actions. (a) Schedule 14D-9. On As promptly as practicable on the date day that the Offer Documents are first filed with the SECis commenced, the Company shall shall, concurrently with or following the filing of the Schedule TO, file with the SEC and disseminate to holders of Shares a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any exhibits, amendments or supplements or amendments thereto, the “Schedule 14D-9”)) that, which subject to Section 6.01, shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of contain the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9Recommendation. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall take all steps necessary use reasonable efforts to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to promptly be filed with the SEC and the Schedule 14D-9, as so corrected, to promptly be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities LawsLaw. The Company Parent and Merger Sub shall promptly notify furnish or otherwise make available to the Company or its counsel any information concerning Parent and or Merger Sub upon that is required by the receipt of any comments from the SEC Exchange Act or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements advisable to be set forth in the Schedule 14D-9. Unless the Company Board has made a Change of Recommendation, and shall provide Parent and Sub its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to the filing thereof with copies of all written correspondence between the SEC. Unless the Company and its Representatives, on the one hand, and the SEC or the staff Board has made a Change of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02Recommendation, the Company shall provide Parent and Sub its counsel with any comments (including a summary of any oral comments) the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. The Company shall give Parent and their respective its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the its staff of the SEC with respect theretoto the Schedule 14D-9, except if the Company Board has made a Change of Recommendation in connection therewith, and the Company shall respond promptly to any such comments. (b) In connection with the Offer, the Company shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, as of the most recent practicable date, (including lists of non-objecting beneficial owners), and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) as Parent may reasonably request from time to time in connection with the Offer. Parent and Merger Sub and their Representatives shall hold in confidence pursuant to the Confidentiality Agreement the information contained in any such labels, listings and files, shall use such information only in connection with the transactions contemplated by this Agreement and, if this Agreement shall be terminated, shall, upon request, deliver, and shall use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy (at the Company’s election) all copies and any extracts or summaries from such information then in their possession or control. (c) Subject to Section 6.01, the Company consents to the inclusion in the Offer Documents of a reasonable opportunity to review and to propose comments on such document or responsedescription of the Company Recommendation.

Company Actions. (a) Schedule 14D-9. On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer containing the recommendations described in Section 5.1(c) (such Schedule 14D-9, together with any all amendments, supplements or amendments and exhibits thereto, the “Schedule 14D-9”), which ) and shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail cause the Schedule 14D-9 to be disseminated to the holders of Shares with the Company Common StockOffer Documents, in each case in a manner that complies with Rule 14d-9 under the Exchange Act and the Securities Laws. The Schedule 14D-9 will comply as to form in all material respects with the Securities Laws. The Company shall also include in deliver copies of the proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the Fairness Opinion. filing thereof with the SEC for review and comment by Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9its counsel. Each of Parentthe Company, Parent and Merger Sub and the Company shall use all reasonable efforts to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities the Securities Laws. The Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, as so correctedamended or supplemented, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities the Securities Laws. The Company shall promptly notify provide Parent and Sub upon the receipt its counsel with copies of any comments written comments, and shall inform them of any oral comments, that the Company or its counsel receive from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements with respect to the Schedule 14D-9, 14D-9 promptly after the receipt of such comments and shall provide give Parent a reasonable opportunity under the circumstances to review and Sub with copies of all comment on any written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other handoral responses to such comments. The Company shall agrees to use all reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the its staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance . (b) In connection with Section 6.02the Offer, the Company shall provide promptly furnish or cause to be furnished to Merger Sub (i) a list of the names and addresses of the record holders of Shares as of the most recent practicable date, as well as mailing labels containing such names and addresses and (ii) security position lists, computer files and any other information identifying the beneficial owners of Shares as of the most recent practicable date which the Company or the transfer agent have in their possession or control or can obtain without unreasonable effort or expense. The Company will furnish or cause to be furnished to Merger Sub such additional information (including updates of the items provided pursuant to the preceding sentence) and such other assistance as Parent may reasonably request in communicating the Offer to the record and beneficial owners of Shares. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Sub and their respective counsel a reasonable opportunity to participate agents shall hold in confidence the formulation of any response to information contained in any such comments labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will, upon request, return or destroy, and will use their reasonable best efforts to cause their agents to return or destroy, all copies of the SEC such information then in their possession or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to review and to propose comments on such document or responsecontrol.

Company Actions. (a) 3.3.1. Schedule 14D-9. On the date the Offer Documents are first filed Concurrently with the SECfiling of the Schedule TO, the Company shall file with the SEC and disseminate to holders of the Company Securities, in each case as and to the extent required by applicable Law, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any exhibits, amendments or supplements or amendments thereto, the “Schedule 14D-9”), which ) that shall describe and make include the Company Board Recommendation with respect (except to the Offer and describe extent that the other Company effects a Change in Company Board Actions, and promptly thereafter Recommendation pursuant to Section ‎7.1.2(f)). The Company agrees that it shall mail cause the Schedule 14D-9 to comply in all material respects with the holders of the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent Exchange Act and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by other applicable securities laws for inclusion in the Schedule 14D-9Law. Each of Parent, Sub Parent and the Company shall promptly agrees, within a reasonable period of time, to respond to any comments of the SEC or its staff and to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and the Company shall further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and the Schedule 14D-9, 14D-9 as so corrected, corrected to be disseminated to the holders of the Company Common StockSecurities, in each case as and to the extent required by applicable federal securities Laws. The Company shall promptly notify Parent and Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9Law, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the Company shall provide Parent and Sub and their respective counsel a reasonable opportunity to participate in the formulation of any response to any such comments of by the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or the staff of the SEC with respect theretoby NASDAQ. Parent, the Company its outside legal counsel, financial advisors and other representatives shall provide Parent and Sub be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to propose any comments made by Parent, its outside legal counsel, financial advisors and other representatives. The Company agrees to provide Parent, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments or other communications that the Company, its outside legal counsel, financial advisors and other representatives may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of the Company to those comments (to which reasonable and good faith consideration shall be given). Parent shall, and shall cause Purchaser to, promptly furnish or otherwise make available to the Company, its outside legal counsel, financial advisors and other representatives all information concerning Parent and Purchaser that may be required in connection with any action contemplated by this Section ‎3.3.1, including such document or responseinformation required by applicable Law to be set forth in the Schedule 14D-9.

Company Actions. (a) Schedule 14D-9. On the date As promptly as practicable on the Offer Documents are first filed Commencement Date, concurrently with or promptly following the SECfiling by Parent and Purchaser of the Schedule TO, the Company shall file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable Legal Requirements, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any amendments, supplements or amendments and exhibits thereto, the “Schedule 14D-9”) that (i) unless the Company Board has made a Company Adverse Change Recommendation in accordance with Section 6.1(b), which shall describe reflect the Company Board Recommendation and make include a copy of the Recommendation fairness opinion delivered by Centerview Partners LLC and (ii) shall include a notice of appraisal rights and other information in accordance with respect to Section 262(d)(2) of the Offer and describe the other Board Actions, and promptly thereafter DGCL. The Company agrees that it shall mail cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Unless requested otherwise by the Company, Parent shall cause the Schedule 14D-9 to be disseminated to the holders of Shares together with the Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the Company in writing all information concerning Parent and Sub that may be required by applicable securities laws for inclusion in the Schedule 14D-9Offer Documents. Each of Parent, Sub Purchaser and the Company shall agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. The respect, and to correct any material omissions therefrom, and the Company shall take further agrees to use all steps necessary reasonable efforts to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be promptly filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities Lawslaws. Parent and Purchaser shall promptly furnish or otherwise make available to the Company or its legal counsel all information concerning Parent and Purchaser and their stockholders that may be required in connection with any action contemplated by this Section 1.2(a) so as to enable the Company to comply with its obligations hereunder. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC. The Company shall promptly notify agrees to provide Parent and Sub upon the receipt of its counsel with any comments the Company or its counsel may receive from the SEC or the its staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Sub with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Schedule 14D-9, and, unless there shall have been an Adverse Recommendation Change made in accordance with Section 6.02, the 14D-9 promptly after receipt of such comments. The Company shall provide Parent and Sub and their respective its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staffstaff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. Prior The Company shall use reasonable efforts to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, or responding respond promptly to any comments of the SEC or its staff with respect to the staff Schedule 14D-9. The obligations of the SEC with respect theretoCompany, Parent and Purchaser in this Section 1.2(a) shall not apply if the Company shall provide Parent and Sub Board effects a reasonable opportunity Company Adverse Change Recommendation or has formally determined to review and to propose comments on such document or responsedo so in accordance with the terms of this Agreement.