Common use of Company Actions Clause in Contracts

Company Actions. (a) Contemporaneous with the filing of the Schedule TO and the Registration Statement, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain the recommendation referred to in clause (iii) of Section 3.4. The Company shall cause the Schedule 14D-9 to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser and its 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 all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous with the filing Subject to Section 5.2 and to any consents or approvals of the Schedule TO Company’s stockholders required under applicable Law, the Company hereby approves of and consents to the Offer, the Merger and the Registration Statementother transactions contemplated hereby. (b) On the date the Offer is commenced, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall which shall, subject to the provisions of Section 5.2, contain the recommendation of the Company Board of Directors referred to in clause (iiiSection 3.20(a) of Section 3.4and all information required by Delaware Law. The Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and disseminated to the holders of the Shares Shares, in each case as and to the extent required by applicable federal securities lawsLaw. The Purchaser Company shall provide to Parent a copy of the Company with all information concerning financial advisor’s fairness opinion and a summary of the Purchaser and its directors, officers and affiliates as shall be required analysis underlying such fairness opinion to be included in the Schedule 14D-9. The Company, on the one hand, and the PurchaserParent and Sub, on the other hand, agrees agree to promptly correct and supplement any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable lawLaw. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsLaw. The Purchaser Parent and Sub shall be given the opportunity to review and comment on the Schedule 14D-9 and any amendment thereto before filing with the SEC and the Company and its 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 all reasonable and appropriate additions, deletions or changes thereto suggested thereto by the Purchaser Parent and its counsel. In addition, the Company shall agrees to provide the Purchaser Parent and its counsel with copies of Sub any written comments, and shall inform them of any oral commentswhether written or oral, 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser to consult with Parent, Sub and its their counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable and appropriate additions, deletions or changes suggested thereto suggest by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser Parent and its counsel a reasonable opportunity prior to review responding to any such amendment comments, either in written or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counseloral form. (bc) In connection with the Offer, the The Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser Parent or Sub mailing labels, security position listings of Shares held in stock depositories and any all available listing or listings and computer files containing the names and addresses of the record holders of the Shares as of the most a recent practicable date, and of those persons becoming record holders subsequent to such date, and shall promptly furnish the Purchaser Parent or Sub with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s requestperiodically, and their addresses, mailing labels and lists of security positions) as the Purchaser Parent or Sub or its agent agent(s) may reasonably request for request. Subject to applicable Law, such information shall be held confidential by Parent and Sub under the purpose of communicating the Offer to the record and beneficial holders terms of the SharesMutual Confidentiality and Non-Use Agreement, dated July 26, 2011, entered into between Parent and the Company (as amended, the “Confidentiality Agreement”). Except for such For the avoidance of doubt, the parties agree that the Confidentiality Agreement does not restrict steps as are necessary to prepare, file or disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such informationtransactions contemplated hereby.

Company Actions. (a) Contemporaneous with the filing of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 5.4(d), contain the recommendation referred to in clause (iii) of Section 3.4Company Board Recommendation. The Company shall use reasonable best efforts to obtain all necessary consents from the Company Financial Advisor to permit the Company to include in the Schedule 14D-9, in its entirety, the Fairness Opinion, and upon receipt of such consent, shall so include the Fairness Opinion in the Schedule 14D-9. The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation. The Company further agrees to cause the Schedule 14D-9 to be disseminated to the holders of the Shares Shares, as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Exchange Act. The Company, on the one hand, and Parent and the Purchaser, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Parent, the Purchaser and its 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 all the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and its their counsel. In addition, the Company shall provide Parent, the Purchaser and its their counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and its their counsel shall be given a reasonable opportunity to review any such written responses, responses and the Company shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its their counsel. (b) In connection with Promptly after the Offerdate hereof and otherwise from time to time as requested by the Purchaser or its agents, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings of Shares held in stock depositories listings, non-objecting Beneficial Owner lists and any available listing other listings or computer files containing the names and addresses of the record or beneficial holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, updated lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, Shares and their addresses, mailing labels labels, security position listings and lists of security positionsnon-objecting Beneficial Owner lists) and such other assistance as the Purchaser or its agent agents may reasonably request for the purpose of in communicating the Offer to with the record and beneficial holders of the Shares. Except for such steps as are necessary In addition, in connection with the Offer, the Company shall, and shall use its reasonable best efforts to cause any third parties to, cooperate with Parent and the Purchaser to disseminate the Offer Documents to holders of Common Shares held in or subject to any Company Stock Plan or other Company Benefit Plan, and any other documents necessary to consummate permit such holders of Common Shares to tender Common Shares in the Offer, the Merger and the other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous with Schedule 14D-9. As promptly as practicable on the Offer Commencement Date, following the filing of the Schedule TO and the Registration StatementOffer Documents, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall (i) file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendmentsany exhibits, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that that, subject to Section 6.1(b), shall contain reflect the recommendation referred to in clause (iiiCompany Board Recommendation and include the notice and other information required by Section 262(d)(2) of Section 3.4. The Company shall the DGCL and (ii) cause the Schedule 14D-9 and related documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities lawsLegal Requirements, including by setting the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. The Purchaser Company agrees that it shall provide cause the Schedule 14D-9 (x) to comply in all material respects with the Exchange Act and other applicable Legal Requirements and (y) to 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; provided, however, that no covenant is made by the Company with all respect to information concerning the supplied by or on behalf of Parent or Purchaser and its directors, officers and affiliates as shall be required to be included for inclusion or incorporation by reference in the Schedule 14D-9. The CompanyEach of Parent, on the one hand, Purchaser and the Purchaser, on Company agrees to respond promptly to any comments (including oral comments) of the other hand, agrees 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 it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsLegal Requirements. The Parent and Purchaser shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning Parent or Purchaser that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, and the Company shall give due reasonable and good faith consideration to all reasonable additions, deletions any such comments made by Parent or changes suggested thereto by the Purchaser and its counsel. In addition, the The Company shall agrees to provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform them of any comments (including 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 the Company’s receipt of such those comments (including oral comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel). (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous On the date the initial Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain ), which shall, subject to the recommendation referred to in clause (iii) provisions of Section 3.4. The 5.4, describe and make the Company Recommendation with respect to the Offer, and shall take all steps necessary to cause the Schedule 14D-9 to be disseminated to the holders of Company Common Stock. Parent shall cause the Shares as and Schedule 14D-9 to be mailed or otherwise disseminated to the extent required by applicable federal securities lawsholders of Company Common Stock together with the Offer Documents disseminated to the holders of Company Common Stock. The Purchaser Parent and Merger Sub shall provide promptly furnish to the Company with all information concerning Parent and Merger Sub that is required by the Purchaser and its directors, officers and affiliates as shall be required Exchange Act to be included set forth in the Schedule 14D-9. The Each of the Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, as so corrected (if applicable)amended or supplemented, to be filed with the SEC and disseminated to the holders of the SharesCompany Common Stock, in each case as and to the extent required by applicable federal securities lawsLaws. The Purchaser Company shall promptly notify Parent 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 with copies of all correspondence between the Company and its counsel Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. The Company shall be given use its 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. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the board of directors of the Company and any other information contained in the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel14D-9. (b) In connection with the OfferOffer and the Merger, the Company shall promptly furnish or cause its transfer agent to furnish to Merger Sub promptly (and in any event within fifteen (15) days after the Purchaser date of this Agreement) with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares Company Common Stock as of the most recent practicable date, and shall promptly furnish the Purchaser of those persons becoming record holders subsequent to such date, together with such information and assistance (including, but not limited to, copies of all lists of record holders stockholders, security position listings, computer files and all other information in the Company’s possession or control regarding the beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s requestCompany Common Stock, and their addresses, mailing labels and shall furnish to Merger Sub such information (including updated lists of stockholders, security positionsposition listings and computer files) as the Purchaser or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record Company’s stockholders. Subject to the requirements of applicable Law, and beneficial holders of the Shares. Except 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 other Transactions, the Purchaser Parent and Merger Sub shall hold in confidence keep confidential and not disclose the information contained in any such labels, lists, listings and files, in each case as required by the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly shall, upon request, deliver to the Company or destroy all copies of such informationinformation then in their possession or control in accordance with the Confidentiality Agreement.

Company Actions. (a) Contemporaneous On the date the Offer Documents are first filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer containing the Special Committee Recommendation and the Company Board Recommendation (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain the recommendation referred to in clause (iii) of Section 3.4. The Company and shall cause the Schedule 14D-9 to be disseminated to the holders of Public Shares with the Shares as Offer Documents, in each case in a manner that complies with Rule 14d-9 under the Exchange Act and the 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 extent required filing thereof with the SEC for review and comment by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser Parent and its directors, officers and affiliates as shall be required to be included in counsel. Each of the Schedule 14D-9. The Company, on the one hand, Parent and the Purchaser, on the other hand, agrees Merger Sub shall use reasonable best efforts promptly to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawthe Securities Laws. The Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, as so corrected (if applicable)amended or supplemented, to be filed with the SEC and to be disseminated to the holders of the Public Shares, in each case as and to the extent required by applicable federal securities lawsthe Securities Laws. The Purchaser and its 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 all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may the Special Committee, or their respective counsel, receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, comments and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser Parent and its counsel a reasonable opportunity under the circumstances to review and comment on any written or oral responses to such amendment comments. The Company agrees to use reasonable best efforts to respond promptly to any comments of the SEC or supplement, and its staff with respect to the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselSchedule 14D-9. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings Parent (i) a list of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Public Shares as of the most recent practicable date, as well as mailing labels containing such names and shall promptly furnish addresses and (ii) security position lists, computer files and any other information identifying the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of Public Shares as of the Shares, updated promptly from time most recent practicable date that 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 time upon be furnished to Parent such additional information (including updates of the Purchaser’s request, items provided pursuant to the preceding sentence) and their addresses, mailing labels and lists of security positions) such other assistance as the Purchaser or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders owners of the Public Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous Schedule 14D-9. On the date the Offer Documents are filed with the filing of SEC, or as promptly thereafter as practicable (but in no event later than the Schedule TO and first Business Day following the Registration Statementdate on which the Offer Documents are filed), the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, together with all amendmentsany exhibits, amendments or supplements and exhibits thereto, the “Schedule 14D-9”), including a description of the Company Board Recommendation (subject to Section 6.02) that and shall contain the recommendation referred to in clause (iii) of Section 3.4. The Company shall cause disseminate the Schedule 14D-9 to be disseminated to the holders of the Shares Company Common Stock, as and to the extent required by applicable U.S. federal securities lawsLaw. The Purchaser Schedule 14D-9 shall provide also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d)(2) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC and the fairness opinion delivered by Centerview Partners LLC. Parent and Merger Sub shall furnish to the Company all information concerning the Purchaser Parent and its directors, officers and affiliates as shall be Merger Sub required by applicable Law to be included set forth in the Schedule 14D-9. The Each of the Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and to correct any material omissions therefrom, and the Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, as so corrected (if applicable)amended or supplemented, to be filed with the SEC and disseminated to the holders of the SharesCompany Common Stock, in each case case, as and to the extent required by applicable federal securities lawsLaw. The Purchaser and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed Except in connection with the SECan Adverse Recommendation Change or any disclosures made in compliance with Section 6.02, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform them Parent and its counsel 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 the Company’s receipt of such comments. Except in connection with an Adverse Recommendation Change or any disclosures made in compliance with Section 6.02, and prior to the filing of the Schedule 14D-9 (including any written amendment or oral responses supplement thereto. The Purchaser and ) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or its counsel shall be given a reasonable opportunity staff with respect to review any such written responsesthe Schedule 14D-9, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser (x) provide Parent and its counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response (it being understood that Parent and its counsel shall provide any such amendment comments thereon as soon as reasonably practicable) and (y) give reasonable and good faith consideration to any comments made by Parent or supplement, and the its counsel. The Company shall give due consideration respond promptly to all reasonable additions, deletions any comments of the SEC or changes suggested thereto by the Purchaser and its counsel. (b) In connection staff with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish respect to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer Schedule 14D-9. The Company hereby consents to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate inclusion in the Offer Documents and any other documents necessary to consummate of a description of the Offer, the Merger and the other Transactions, the Purchaser 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 promptly deliver Company Board Recommendation (except to the extent that the Company all copies of such informationBoard shall have withdrawn or modified the Company Board Recommendation in accordance with Section 6.02(b)).

Company Actions. (a) Contemporaneous On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall which shall, subject to the provisions of Section 6.4(c), contain the recommendation referred that the holders of the Shares accept the Offer, tender their Shares to Merger Sub pursuant to the Offer and, if a vote of the stockholders of the Company is required to consummate the Merger under the DGCL, adopt this Agreement. The Schedule 14D-9 will comply in clause (iii) all material respects with the applicable provisions of Section 3.4the Exchange Act. The Company shall agrees to cause the Schedule 14D-9 to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Laws. The Company, on the one hand, and the PurchaserParent and Merger Sub, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable lawLaw. The Company further agrees to take all reasonable steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case Shares as and to the extent required by applicable federal securities lawsLaws. The Purchaser Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SECSEC or disseminated to holders of Shares, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Merger Sub and its their counsel. In addition, the Company shall agrees to provide the Purchaser Parent, Merger Sub and its their counsel with copies of any written comments, and shall inform them of any oral comments, comments or communications 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 the Company’s receipt of such commentscomments or communications. Parent, Merger Sub and any written or oral responses thereto. The Purchaser and its their counsel shall be given a reasonable opportunity to review any responses to such written responsescomments or communications, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Merger Sub and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its their counsel. (b) In connection with the Offer, the Company shall, or shall promptly furnish or cause its transfer agent to to, promptly furnish to the Purchaser Merger Sub mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files file containing the names and addresses of the record holders of the Shares as of the most a recent practicable date, and shall promptly furnish the Purchaser Merger Sub with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s requestperiodically, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent Merger Sub may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps The nondisclosure agreement, dated March 17, 2010 (as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offeramended or supplemented, the Merger and the other Transactions“Nondisclosure Agreement”), the Purchaser 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 promptly deliver to between the Company all copies of such informationand Parent shall apply with respect to information furnished to Merger Sub in accordance with this Section 2.3(b).

Company Actions. (a) Contemporaneous with the filing of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 the rules and regulations promulgated by the SEC under the Exchange Act, including Rule 14d-9 thereunder, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 5.3, contain the recommendation referred to in clause (iii) of Section 3.4Company Board Recommendation. The Company shall also include in the Schedule 14D-9, in its entirety, and a notice, in compliance with Section 262 of the DGCL, of appraisal rights in connection with the Merger under the DGCL. The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation. The Company further agrees to cause the Schedule 14D-9 to be disseminated to holders of Shares and Preferred Shares, as and when required by the Exchange Act. If requested by Parent, the Company shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the holders of Shares and Preferred Shares together with the Shares as and Offer Documents disseminated to the extent required by applicable federal securities lawsholders of Shares and Preferred Shares. The Purchaser shall provide the Company with all information concerning the Purchaser Parent and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The CompanyMerger Sub, on the one hand, and the PurchaserCompany, on the other hand, agrees agree to promptly notify the other party and correct any information provided included in, or incorporated by it for use in reference into, the Schedule 14D-9 14D-9, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Shares and Preferred Shares, in each case case, as and to the extent required by applicable federal securities lawsLaws, including the Exchange Act. The Purchaser Except for a filing on Schedule 14D-9 to disclose a Change of Board Recommendation, Parent and its 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 all the reasonable additions, deletions or changes suggested thereto by the Purchaser Parent and its counsel. In addition, except following a Change of Board Recommendation, the Company shall provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform provide them with an oral summary 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review any such written responses, responses and the Company shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent and its counsel. (b) In connection with the OfferFrom time to time as reasonably requested by Parent or its agents, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser Parent mailing labels, security position listings of Shares held in stock depositories listings, non-objecting beneficial owner lists and any available listing other listings or computer files containing the names and addresses of the record or beneficial holders of the Shares and Preferred Shares, as applicable, as of the most recent practicable date, and shall promptly furnish the Purchaser Parent with such information and assistance (including, but not limited to, including updated lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, Shares and Preferred Shares and their addresses, mailing labels labels, security position listings and lists of security positionsnon-objecting beneficial owner lists) and such other assistance as the Purchaser Parent or its agent agents may reasonably request for the purpose of in communicating the Offer to with the record and beneficial holders of the Shares and Preferred Shares. Except Subject to any and all Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferMerger, the Parent and Merger Sub and the other Transactions, the Purchaser shall their agents shall: (i) hold in confidence the information contained in any such labelslists of stockholders, listings mailing labels and fileslistings, shall computer files or files of securities positions in accordance with the Confidentiality Agreement and (ii) use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company all copies of such informationMerger.

Company Actions. (a) Contemporaneous On the date the initial Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain which shall, subject to Section 6.3, include the recommendation referred to in clause (iii) of Section 3.4. The Company Recommendation, and shall cause the Schedule 14D-9 to be disseminated to the holders of the Shares (as and to the extent required by applicable federal securities lawsthe Exchange Act) to be disseminated to the Company’s shareholders. The Purchaser Parent and Merger Sub shall provide promptly furnish the Company with all information concerning Parent and the Purchaser and its directors, officers and affiliates Subsidiaries of Parent (the “Parent Subsidiaries”) as shall be required by the Exchange Act to be included set forth in the Schedule 14D-9. The CompanyEach of Parent, on the one hand, Merger Sub and the Purchaser, on the other hand, agrees to Company shall correct promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become such information becomes false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and to be disseminated to holders of the SharesCompany’s shareholders, in each case as soon as reasonably practicable and as and to the extent required by applicable U.S. federal securities lawsLaws. The Purchaser Unless the Company Board has effected a Company Change of Recommendation or in connection therewith, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed (including any amendment thereto) prior to the filing thereof with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the The Company shall provide the Purchaser Parent and its counsel with copies of (i) any comments or communications, whether written comments, and shall inform them of any oral commentsor oral, 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 the Company’s receipt of such commentscomments or communications and (ii) unless the Company Board has effected a Company Change of Recommendation or in connection therewith, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any participate in the response to such written responses, comments or communications and to provide comments on such response. The Company hereby consents to the inclusion in the Offer Documents of the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to Recommendation contained in the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel14D-9. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser Parent and Merger Sub mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares as of the most recent practicable date, together with copies of all lists of shareholders, security position listings, and computer files in the Company’s possession or control regarding the Beneficial Owners of Shares, and shall promptly furnish the Purchaser with or cause to be furnished to Parent and Merger Sub such additional available shareholder information and assistance (including, but not limited to, including periodic updated lists of record holders shareholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser Parent or its agent Merger Sub may reasonably request for the purpose of communicating the Offer to the record and beneficial holders Beneficial Owners of the Shares. Except 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 other Transactions, the Purchaser Parent and Merger Sub shall hold in confidence keep confidential and not disclose the information contained in any such labels, lists, listings and files, and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company or destroy all copies of such informationinformation then in their possession or control. In addition, in connection with the Offer, the Company shall cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Benefit Plan and, to the extent provided for in such Company Benefit Plan, to permit such holders of Shares to tender their Shares in the Offer.

Company Actions. (a) Contemporaneous with Schedule 14D-9. As promptly as practicable on the Offer Commencement Date, following the filing by Parent and Purchaser of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC and disseminate to the holders of Shares, 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 (together with all any amendments, supplements 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), shall contain reflect the recommendation referred to Company Board Recommendation, (ii) shall include a notice of appraisal rights and other information in clause accordance with Section 262(d)(2) of the DGCL and (iii) shall include the opinions of Section 3.4▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and Evercore Group L.L.C. (together with a description of such firms’ related analyses). The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and other applicable Laws. Unless requested otherwise by the Company, Parent shall cause the Schedule 14D-9 to be disseminated to the holders of Shares together with the Shares as Offer Documents. Each of Parent, Purchaser and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning agrees to respond promptly to any comments of the Purchaser SEC or its staff and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and to correct any material omissions therefrom, and the Company further agrees to take use all steps necessary reasonable efforts to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be promptly filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The 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 a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed prior to the filing thereof with the SEC, and the . The Company shall give due consideration agrees to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that comments 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 the Company’s receipt of receiving such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser provide Parent and its counsel a reasonable opportunity to review participate in the formulation of any response to any such amendment comments of the SEC or supplementits staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. The Company shall respond promptly to any comments from the SEC or its staff with respect to the Schedule 14D-9. The obligations of the Company, Parent and Purchaser in this Section 1.2(a) shall not apply if the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselBoard effects a Company Adverse Change Recommendation in accordance with Section 6.1. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous with the filing Subject to Section 5.2 and to any consents or approvals of the Schedule TO Company’s stockholders required under applicable Law, the Company hereby approves of and consents to the Offer, the Merger and the Registration Statementother transactions contemplated hereby. (b) On the date the Offer is commenced, the Company shall, in a manner that complies in all material respects with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall which shall, subject to the provisions of Section 5.2, contain the recommendation and the approval of the Company Board of Directors referred to in clause (iii) of Section 3.43.20(a). The Company shall further agrees to take all commercially reasonably steps necessary to cause the Schedule 14D-9 to be filed with the SEC and disseminated to the holders of the Shares Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Law. The Company, on the one hand, and the PurchaserParent and Sub, on the other hand, agrees agree to promptly correct and supplement any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable lawLaw. The Company further agrees to take all commercially reasonable steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsLaw. The Purchaser Parent and its counsel Sub shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 and any amendment thereto before it is filed filing with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes thereto suggested thereto by the Purchaser Parent and its legal counsel. In addition, the Company shall agrees to provide the Purchaser Parent and its counsel with copies of Sub any written comments, and shall inform them of any oral commentswhether written or oral, 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 the Company’s receipt of such comments, and to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responsesform, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser views and comments of Parent and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its legal counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselwith respect thereto. (bc) In connection with the Offer, the The Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, Parent or Sub security position listings of Shares held in stock depositories listings, mailing labels and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most a recent practicable date, and of those persons becoming record holders subsequent to such date, and shall promptly furnish the Purchaser Parent or Sub with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s requestperiodically, and their addresses, mailing labels and lists of security positions) as the Purchaser Parent or Sub or its agent agent(s) may reasonably request for request. Subject to applicable Law, such information shall be held confidential by Parent and Sub under the purpose of communicating the Offer to the record and beneficial holders terms of the Sharesconfidentiality agreement, dated February 2, 2009 entered into between Tyco Healthcare Group LP d/b/a Covidien and the Company (as amended, the “Confidentiality Agreement”). Except for such For the avoidance of doubt, the parties agree that the Confidentiality Agreement does not restrict steps as are necessary to prepare, file or disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such informationtransactions contemplated hereby.

Company Actions. (a) Contemporaneous On the date the initial Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain which shall, subject to subject to Section 6.3(b), include the recommendation referred to in clause (iii) of Section 3.4. The Company Recommendation, and shall cause the Schedule 14D-9 to be disseminated to the holders of the Shares (as and to the extent required by applicable federal securities lawsthe Exchange Act) to be disseminated to the Company’s stockholders. The Purchaser Parent and Merger Sub shall provide promptly furnish the Company with all information concerning Parent and the Purchaser and its directors, officers and affiliates subsidiaries of Parent (the “Parent Subsidiaries”) as shall be required by the Exchange Act to be included set forth in the Schedule 14D-9. The CompanyEach of Parent, on the one hand, Merger Sub and the Purchaser, on the other hand, Company agrees to correct promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become such information becomes false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and to be disseminated to holders of the SharesCompany’s stockholders, in each case as soon as reasonably practicable and as and to the extent required by applicable U.S. federal securities lawsLaws. The Purchaser Unless the Company Board has effected an Adverse Recommendation Change or in connection therewith, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed (including any amendment thereto) prior to the filing thereof with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the The Company shall provide the Purchaser Parent and its counsel with copies of (i) any comments or communications, whether written comments, and shall inform them of any oral commentsor oral, 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 the Company’s receipt of such commentscomments or communications and (ii) unless the Company Board has effected an Adverse Recommendation Change or in connection therewith, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any participate in the response to such written responses, comments or communications and to provide comments on such response. The Company hereby consents to the inclusion in the Offer Documents of the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to Recommendation contained in the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel14D-9. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser Parent and Merger Sub mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares as of the most recent practicable date, together with copies of all lists of stockholders, security position listings, and computer files in the Company’s possession or control regarding the Beneficial Owners of Shares, and shall promptly furnish the Purchaser with or cause to be furnished to Parent and Merger Sub such additional available stockholder information and assistance (including, but not limited to, including periodic updated lists of record holders stockholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser Parent or its agent Merger Sub may reasonably request for the purpose of communicating the Offer to the record and beneficial holders Beneficial Owners of the Shares. Except 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 other Transactions, the Purchaser Parent and Merger Sub shall hold in confidence keep confidential and not disclose the information contained in any such labels, lists, listings and files, and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company or destroy all copies of such informationinformation then in their possession or control. In addition, in connection with the Offer, the Company shall cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Benefit Plan and, to the extent provided for in such Company Benefit Plan, to permit such holders of Shares to tender their Shares in the Offer.

Company Actions. (a) Contemporaneous The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. (b) On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC or as soon as practicable thereafter, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendmentssuch Schedule 14D-9, supplements and exhibits theretoas amended from time to time, the “Schedule 14D-9”) that shall contain containing the recommendation recommendations referred to in clause (iiiSection 3.4(b) of Section 3.4. The Company and shall cause mail the Schedule 14D-9 to be disseminated to the holders of Company Common Stock. Each of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to 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 (if applicable), amended or supplemented to be filed with the SEC and disseminated to holders of the SharesCompany’s shareholders, in each case as and to the extent required by applicable federal securities laws. Parent, Merger Sub and the Company will cooperate and consult with each other and their respective counsel in the preparation of the Schedule 14D-9. Without limiting the generality of the foregoing, Parent will furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Schedule 14D-9. The Purchaser Company shall (i) provide Parent and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that comments 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 the Company’s receipt of such comments, (ii) consult with Parent and Merger Sub and their counsel prior to responding to any written such comments, and (iii) provide Parent and Merger Sub and their counsel in writing with any comments or oral responses theretothereto of the Company or its counsel. The Purchaser Company shall give Parent and its counsel shall be given Merger Sub a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to comment on the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselamendments thereto. (bc) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser Merger Sub promptly with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares 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 shareholders, security position listings and computer files and all other information in the most recent practicable dateCompany’s possession or control regarding the beneficial owners of Company Common Stock, and shall promptly furnish the Purchaser with to Merger Sub such information and assistance (including, but not limited to, including updated lists of record holders shareholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record Company’s shareholders. Subject to the requirements of applicable Law, and beneficial holders of the Shares. Except except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offertransactions contemplated by this Agreement, the Parent and Merger and the other Transactions, the Purchaser 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 promptly shall, upon request, deliver to the Company all copies of such informationinformation then in their possession.

Company Actions. (a) Contemporaneous with The Company hereby consents to the filing Offer and to the inclusion in the Offer Documents of the Schedule TO and Company Board Recommendation. (b) As promptly as reasonably practicable on the Registration Statementdate of filing by Parent of the Offer Documents, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, 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 all amendmentsexhibits, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that ), which shall contain the recommendation referred Company Board Recommendation. The Company shall cause the Schedule 14D-9 to in clause (iiii) include as an exhibit an Information Statement pursuant to Section 14(f) of Section 3.4the Exchange Act and Rule 14f-l promulgated thereunder and (ii) comply as to form in all material respects with the requirements of applicable Law. If requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company shareholders together with the Offer Documents. The Company shall cause the Schedule 14D-9 to be disseminated to the holders of the Shares Shares, as and to the extent required by applicable federal securities lawsLaw. The Purchaser shall provide Each of the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, Parent agrees to (x) promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The and (y) correct material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and to be disseminated to the holders of the Shares, in each case case, as and to the extent required by applicable federal securities lawsLaw, the SEC or its staff or Nasdaq. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and any amendments thereto prior to the filing thereof with the SEC, SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent and its counsel. In addition, the Company shall agrees to provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform them of any oral commentswhether written or oral, 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review any and comment upon such written responses, responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent and its counsel. (bc) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to promptly (and in any event within five (5) Business Days following the date hereof) furnish to the Purchaser Parent with mailing labels, security position listings of Shares held in stock depositories listings, any non-objecting beneficial owner lists and any available listing listings or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, date and shall promptly furnish the Purchaser Parent with such additional available information and assistance (including, but not limited to, lists periodic updates of record holders such information) and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) such other assistance as the Purchaser Parent or its agent agents or representatives may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary The date of the list used to disseminate determine the Persons to whom the Offer Documents and any other documents necessary to consummate the OfferSchedule 14D-9 are first disseminated, the Merger “Shareholder List Date”. Parent and the other Transactions, the Purchaser its agents shall hold in confidence the information contained in any such labels, listings lists and files, shall use such information only in connection with the Offer and the Merger Offer, and, if this Agreement shall be terminated, shall promptly deliver deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) all copies of and any extracts or summaries from such informationinformation then in their possession or control and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.

Company Actions. (a) Contemporaneous On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the terms hereof, including the provisions of Section 7.02, contain the recommendation referred to in clause (iii) of Section 3.4Company Recommendation. The Company shall agrees to take all steps necessary to cause the Schedule 14D-9 to be prepared and filed with the SEC and disseminated to the holders shareholders of the Shares Company, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Purchaser Parent and Merger Sub shall provide promptly furnish to the Company with all information concerning Parent and Merger Sub required by the Purchaser and its directors, officers and affiliates as shall be required Exchange Act to be included set forth in the Schedule 14D-9. The Company, on the one hand, and the PurchaserParent and Merger Sub, on the other hand, agrees agree to promptly correct any material information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawLaw. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to holders the shareholders of the SharesCompany, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Purchaser Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent and Merger Sub with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the and comment on such Schedule 14D-9 before it is filed with the SECor response, and the Company shall give due reasonable consideration to all reasonable additions, deletions or changes suggested thereto by any such comments. The Company hereby consents to the Purchaser and its counsel. In addition, inclusion in the Offer Documents of the Company shall provide the Purchaser and its counsel with copies of any 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 Recommendation contained in the Schedule 14D-9 promptly after the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel14D-9. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser Parent and Merger Sub or their agents mailing labels, security position listings of Shares held in stock depositories listings, nonobjecting beneficial owner lists and any other available listing listings or computer files containing the names and addresses of the record holders or beneficial owners of the Shares shares of Common Stock as of the most recent practicable date, and shall promptly furnish the Purchaser Parent and Merger Sub with such information and assistance (including, but not limited to, including updated lists of record holders and or beneficial owners of the Sharesshares of Common Stock, updated promptly from time to time upon the PurchaserParent’s, Merger Sub’s or either of their respective agents’ request, and their the addresses, mailing labels and lists of security positionspositions of such record holders or beneficial owners) as the Purchaser Parent, Merger Sub or its agent their agents may reasonably request for the purpose of communicating the Offer and the Offer Documents to the record holders and beneficial holders owners of the Sharesshares of Common Stock. Except 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 other Transactionstransactions contemplated hereby, the Purchaser Parent and Merger Sub shall hold in confidence the information contained in any such labels, listings and files, files in accordance with the Confidentiality Agreement and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver (and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) to the Company or shall destroy all copies and any extract or summaries of such informationinformation then in their possession or control. Each of Parent and Merger Sub hereby join and agree to be bound as the “Receiving Party” under the Confidentiality Agreement as fully as if originally party thereto. In addition, in connection with the Offer, the Company shall cause its Representatives to cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of shares of Common Stock held in or subject to any Company Benefit Plan, and to permit such holders of shares of Common Stock to tender such shares of Common Stock in the Offer, to the extent permitted by applicable Law and the applicable Company Benefit Plan.

Company Actions. (a) Contemporaneous with Schedule 14D-9. As promptly as practicable on the day that the Offer is commenced, following the filing of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect and disseminate to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain the recommendation referred to in clause (iii) of Section 3.4. The Company shall cause the Schedule 14D-9 to be disseminated to the holders of the Shares 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 (together with any exhibits, amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.1(b), shall reflect the Company Board Recommendation and a notice of appraisal rights as contemplated by Section 262 of the DGCL. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and other applicable Legal Requirements. Notwithstanding the foregoing, unless requested otherwise by the Company, the Company, Parent and Purchaser shall provide use reasonable best efforts to coordinate the mailing of the Schedule 14D-9 so it can be included together in a joint mailing, or otherwise jointly disseminated, to the holders of Shares together with the Offer Documents. Each of Parent, Purchaser and the Company with all information concerning agrees to respond promptly to any comments (including oral comments) of the Purchaser SEC or its staff and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and to correct any material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Except from and after a Company Adverse Change Recommendation, Parent and Purchaser shall promptly furnish or otherwise make available to 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). Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and any amendment thereto (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, and the . The Company shall give due consideration agrees to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform them of any comments (including 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and obligations of the Company in this Section 1.2(a) shall give due consideration not apply if the Company Board effects a Company Adverse Change Recommendation or has formally determined to all reasonable additions, deletions do so. The Company shall respond promptly to any comments of the SEC or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement staff with respect to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel14D-9. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous with On the Offer Commencement Date, as promptly as practicable following the filing by Parent and Merger Sub of the Schedule TO and the Registration Statement, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC and (contemporaneously with the dissemination of the Offer Documents) disseminate to holders of Shares, 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 (together with all amendmentsany exhibits, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain reflect the recommendation referred terms and conditions of this Agreement and the information required by Section 2.04(b) and, subject only to in clause (iii) of Section 3.46.02, shall reflect the Company Board Recommendation. The Company shall use reasonable best efforts to cause the Schedule 14D-9 and the filing and dissemination thereof to be disseminated to comply in all material respects with the holders applicable requirements of the Shares as Exchange Act and to the extent rules and regulations thereunder and with all other applicable Law, and shall ensure that the Schedule 14D-9 and, if required by applicable federal securities lawsLaw, the Registration Statement, include: (i) the opinion of the financial advisor referred to in Section 4.21; and (ii) a fair summary of the financial analysis conducted by such financial advisor in accordance with all applicable Law. 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 give reasonable consideration to any such comments. The Purchaser Company shall provide the Company with all information concerning the Purchaser promptly notify Parent and its directorslegal counsel upon the receipt of any comments from the SEC, officers and affiliates as shall be required or any request from the SEC for amendments or supplements, to be included in the Schedule 14D-9. The Company, and shall promptly provide Parent and its legal counsel with copies of all written correspondence between them and their Representatives, on the one hand, and the PurchaserSEC, on the other hand, agrees or, if not in writing, a description of such communication. The Company shall give Parent and its counsel a reasonable opportunity to participate in preparing the proposed response of the Company to comments received from the SEC or its staff and to provide comments on any proposed response thereto, and the Company shall give reasonable consideration to any such comments. Each of Parent, Merger Sub and the Company: (1) shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9; and (2) to the extent required by applicable Law, 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 it such information shall be or shall have become false or misleading in any material respect or as otherwise required by applicable law. The and the Company further agrees to shall take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)supplemented or amended to correct such information, to be filed with the SEC and disseminated to holders of the Sharesand, in each case as and to the extent required by applicable federal securities lawsLaw, to be disseminated to holders of Shares. The Purchaser Parent and its counsel Merger Sub shall be given a reasonable opportunity promptly furnish to review the Schedule 14D-9 before it is filed with the SECCompany all information concerning Parent, Merger Sub and the Company shall give due consideration to all reasonable additions, deletions Offer that may be required or changes suggested thereto reasonably requested in connection with any action contemplated by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselthis Section 2.03. (b) In connection with the Offer, the The Company shall promptly furnish or cause its transfer agent to furnish promptly provide to Parent: (i) a list of the Purchaser Company’s stockholders, non-objecting beneficial owners, mailing labels, security position listings of Shares held in stock depositories labels and any available listing or computer files file containing the names and addresses of the all record holders of the 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 shall promptly furnish the Purchaser with (ii) such additional information and assistance (including, but not limited to, including updated lists of record holders and stockholders, non-objecting beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addressesowners, mailing labels and lists of security securities positions) and such other assistance as the Purchaser or its agent Parent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 or the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company all copies of such informationMerger.

Company Actions. (a) Contemporaneous Schedule 14D-9. On the day that the Offer is commenced, substantially contemporaneously with and following the filing by ▇▇▇▇▇▇ and Purchaser of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC and disseminate to holders of Company Shares, in each case as and to the extent required by applicable Laws, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all any amendments, supplements and or exhibits thereto, the “Schedule 14D-9”) that (A) unless the Company Board has made a Change in Recommendation in accordance with Section 6.2(c), shall contain reflect the recommendation referred to Company Board Recommendation and (B) includes a notice of appraisal rights and other information in clause (iiiaccordance with Section 262(d)(2) of the DGCL. Prior to such filing and dissemination, the Company shall set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 3.4262(d)(2) of the DGCL. The Company shall agrees that it will cause the Schedule 14D-9 to be disseminated comply in all material respects with the Exchange Act and other applicable Laws and for the notice to the holders comply in all material respects with Section 262 of the Shares as DGCL. Each of Parent, Purchaser and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning agrees to respond promptly to any comments of the Purchaser SEC or its staff and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to take use all steps necessary reasonable efforts to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be promptly filed with the SEC and to be promptly disseminated to holders of the Company Shares, in each case as and to the extent required by applicable federal securities laws. The 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 2.2(a). Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and any amendment thereto prior to the filing thereof with the SEC, and the . The Company shall give due consideration agrees to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that comments 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser provide Parent and its counsel a reasonable opportunity to review participate in the formulation of any response to any such amendment comments of the SEC or supplement, its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. The Company shall give due consideration respond promptly to all reasonable additions, deletions any comments of the SEC or changes suggested thereto by the Purchaser and its counsel. (b) In connection staff with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish respect to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such informationSchedule 14D-9.

Company Actions. (a) Contemporaneous On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC or as soon as practicable thereafter, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 5.4(d), contain the recommendation referred to Company Board Recommendation. The Schedule 14D-9 will comply in clause (iii) all material respects with the applicable provisions of Section 3.4the Exchange Act. The Company shall agrees to cause the Schedule 14D-9 to be disseminated to the holders of the Shares Shares, as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Exchange Act. The Company, on the one hand, and Parent and the Purchaser, on the other hand, agrees agree to promptly correct any information provided by it such party for use in the Schedule 14D-9 14D-9, if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Parent, the Purchaser and its 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 all the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and its their counsel. In addition, the Company shall provide Parent, the Purchaser and its their counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and its their counsel shall be given a reasonable opportunity to review any such written responses, responses and the Company shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its their counsel. (b) In connection with Promptly after the Offerdate hereof (and in any event in sufficient time to permit the Purchaser to commence the Offer in a timely manner) and otherwise from time to time as requested by the Purchaser or its agents, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings of Shares held in stock depositories listings, non-objecting Beneficial Owner lists and any available listing other listings or computer files containing the names and addresses of the record holders or Beneficial Owners of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, including updated lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, Shares and their addresses, mailing labels labels, security position listings and lists of security positionsnon-objecting Beneficial Owner lists) and such other assistance as the Purchaser or its agent agents may reasonably request for the purpose of in communicating the Offer to with the record and beneficial holders Beneficial Owners of Shares, in connection with the preparation and dissemination of the Shares. Except for such steps as are necessary to disseminate Schedule TO and the Offer Documents and any other documents necessary to consummate the solicitation of tenders of Shares in the Offer, the Merger and the other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous with As promptly as practicable on the date of the filing of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 5.2, contain the recommendation referred to in clause (iii) of Section 3.4Company Board Recommendation. The Company shall agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and disseminated to the holders of the Shares Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Exchange Act. The Company, on the one hand, and the Parent and Purchaser, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable lawLaw. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Unless the Company Board of Directors has effected a Change of Recommendation, Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its their counsel. In addition, the Company shall provide the Parent, Purchaser and its their counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Unless the Company Board of Directors has effected a Change of Recommendation, Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review any such written responses, responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its their counsel. No amendment or supplement to Unless the Company Board of Directors has effected a Change of Recommendation, the Parent and Purchaser may include in the Offer Documents and the Proxy Statement the Company Board Recommendation (including as contained in the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel14D-9). (b) In connection with the Offer, the Company shall promptly (and in any event within two (2) business days following the date of this Agreement) furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record and beneficial holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners holders of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other TransactionsTransactions contemplated by this Agreement, the Parent and Purchaser 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 promptly deliver (and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) to the Company all copies and any extract or summaries of such information. In addition, in connection with the Offer, the Company shall cooperate with Parent and Purchaser to disseminate the Offer Documents to holders of Shares held in or subject to any Company Equity Plan or other Benefit Plans and to permit such holders of Shares to tender Shares in the Offer.

Company Actions. (a) Contemporaneous with Not later than the filing of date on which Parent and Merger Sub file the Schedule TO and with the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 the rules and regulations promulgated by the SEC under the Exchange Act, including Rule 14d-9 thereunder, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 6.4, contain the recommendation referred Company Board Recommendation. Subject to the making of an Adverse Recommendation Change pursuant to Section 6.4, the Company hereby consents to the inclusion in clause (iii) the Offer Documents of Section 3.4a description of the Company Board Recommendation. The Company further agrees to cause the Schedule 14D-9 to be disseminated to holders of shares of Company Common Stock, as and to the extent required by the Exchange Act. The Company shall cause the Schedule 14D-9 to be disseminated comply as to form in all material respects with the holders requirements of applicable Law. Parent and the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The CompanyMerger Sub, on the one hand, and the PurchaserCompany, on the other hand, agrees agree to promptly notify the other Party and correct any information provided included in, or incorporated by it for use in reference into, the Schedule 14D-9 14D-9, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Sharesshares of Company Common Stock, in each case case, as and to the extent required by applicable federal securities lawsLaw, including the Exchange Act. The Purchaser Parent and its 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 all the reasonable additions, deletions or changes suggested thereto by the Purchaser Parent and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review any such written responses, responses and the Company shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent and its counsel. (b) In connection with the OfferFrom time to time as requested by Parent or its Representatives, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser Parent or Merger Sub mailing labels, security position listings of Shares held in stock depositories listings, non-objecting beneficial owner lists and any available listing other listings or computer files containing the names and addresses of the record or beneficial holders of the Shares shares of Company Common Stock as of the most recent practicable date, and shall promptly furnish the Purchaser Parent or Merger Sub with such information and assistance (including, but not limited to, including updated lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, shares of Company Common Stock and their addresses, mailing labels labels, security position listings and lists of security positionsnon-objecting beneficial owner lists) and shall reasonably promptly furnish such other assistance as the Purchaser Parent or its agent Representatives may reasonably request for the purpose of in communicating the Offer to with the record and beneficial holders of the Sharesshares of Company Common Stock. Except Subject to any and all Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the OfferOffer or the Merger, the Parent and Merger Sub and the other Transactions, the Purchaser shall their Representatives shall: (i) hold in confidence the information contained in any such labelslists of stockholders, listings mailing labels and fileslistings, shall computer files or files of securities positions in accordance with the Confidentiality Agreement, and (ii) use such information only in connection with the Offer and the Merger and, if Merger. If this Agreement shall be terminatedterminated in accordance with Article VIII, Parent shall promptly deliver to the Company or destroy all copies of such informationinformation then in the possession of Parent, Merger Sub or their Representatives in accordance with the terms of the Confidentiality Agreement.

Company Actions. (a) Contemporaneous On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementCommission, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC Commission a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with respect the Exchange Act, which shall contain the unanimous recommendation of the Board of Directors of the Company that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer (and that the stockholders of the Company approve and adopt this Agreement and the Merger. The Schedule 14D-9 together with all amendments, exhibits thereto and any amendments or supplements and exhibits thereto, thereto are hereinafter referred to collectively as the “Schedule 14D-9”) that shall contain .” At the recommendation referred time the Offer Documents are first mailed to in clause (iii) the stockholders of Section 3.4. The the Company, the Company shall mail, cause the Schedule 14D-9 to be disseminated mailed or have previously provided to Parent to be mailed to the holders stockholders of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the such Schedule 14D-9. The Each of the Company, on the one hand, and the PurchaserParent and Sub, on the other hand, agrees promptly to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or and misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC Commission and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser Parent, Sub and its their counsel shall be given a reasonable the opportunity to review and suggest comments to the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselCommission. In addition, the Company shall agrees to provide the Purchaser Parent, Sub and its their counsel with copies of any written comments, and shall inform them of any oral commentswhether written or oral, that the Company or its counsel may receive from time to time from the SEC Commission or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, comments or other communications and any written or oral responses thereto. The Purchaser shall give Parent and its counsel shall be given a reasonable the opportunity to review and suggest comments to any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselcommunications. (b) In connection with the Offer, the Company shall will promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser Sub mailing labels, security position listings of Shares held in stock depositories and any available listing or a computer files file containing the names and addresses of the all record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser Sub with such additional information and assistance (including, but not limited to, including updated lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, Common Stock and their addresses, mailing labels and lists of security positions) and assistance as the Purchaser Sub or its agent agents may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents or as required by Law, Parent and any other documents necessary to consummate the Offer, the Merger and the other Transactions, the Purchaser Sub shall hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files, shall will use such information only in connection with the Offer and the Merger and, if this Agreement shall be is terminated, shall promptly will upon request of the Company deliver or cause to be delivered to the Company all copies of such informationinformation then in its possession or the possession of its agents or representatives.

Company Actions. (a) Contemporaneous Schedule 14D-9. On the date the Offer Documents are first filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, 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 all amendments, any supplements and exhibits or amendments thereto, the “Schedule 14D-9”) that ), which shall contain describe and make the recommendation referred Recommendation with respect to in clause (iii) of Section 3.4. The Company the Offer and describe the other Board Actions, and promptly thereafter shall cause mail the Schedule 14D-9 to be disseminated to the holders of the Shares as Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the extent Company in writing all information concerning Parent and Sub that may be required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included laws for inclusion in the Schedule 14D-9. The CompanyEach of Parent, on the one hand, Sub and the Purchaser, on the other hand, agrees to Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawfederal securities Laws. The Company further agrees to shall take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of the SharesCompany Common Stock, in each case as and to the extent required by applicable federal securities lawsLaws. The Purchaser 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 be given provide Parent and Sub a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to all reasonable additions, deletions propose comments on such document or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselresponse. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous with The Company shall file (and shall use reasonable efforts to file on the date of the filing of the initial Schedule TO and the Registration Statementbut in any event shall file by January 8, the Company shall2014), in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 6.4, contain the recommendation referred to in clause (iii) of Section 3.4Company Recommendation. The Company shall agrees to cause the Schedule 14D-9 to be disseminated to the holders of the Shares shares of Common Stock, as and to the extent required by all applicable federal securities laws. The Purchaser shall provide , including the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Exchange Act. The Company, on the one hand, and the PurchaserParent and Acquisition Sub, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Sharesshares of Common Stock, in each case as and to the extent required by all applicable federal securities laws, including the Exchange Act. The Purchaser Parent, Acquisition Sub and its 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 all the reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Acquisition Sub and its their counsel. In addition, the Company shall provide the Purchaser Parent, Acquisition Sub and its their counsel promptly with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser Parent, Acquisition Sub and its their counsel shall be given a reasonable opportunity to review any such proposed written responses, or oral responses and the Company shall give due consideration to all 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 Purchaser and its counselstaff of the SEC related thereto. No amendment or supplement to Notwithstanding the Schedule 14D-9 shall be made by foregoing, the obligations of the Company without providing in the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and immediately preceding three (3) sentences shall not apply if the board of directors of the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counseleffects a Change of Recommendation in accordance with Section 6.4. (b) In connection with the OfferFrom time to time as requested by Acquisition Sub or its agents, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser Acquisition Sub mailing labels, security position listings of Shares held in stock depositories listings, non-objecting beneficial owner lists and any available listing other listings or computer files available to it containing the names and addresses of the record holders or beneficial owners of the Shares shares of Common Stock as of the most recent practicable date, and shall promptly furnish the Purchaser Acquisition Sub with such information and assistance (including, but not limited to, updated lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, shares of Common Stock and their addresses, mailing labels labels, security position listings and lists of security positionsnon-objecting beneficial owner lists) and such other assistance as the Purchaser Acquisition Sub or its agent agents may reasonably request for the purpose of in communicating the Offer to with the record and beneficial holders of shares of Common Stock, in connection with the Shares. Except for such steps as are necessary to disseminate preparation and dissemination of the Schedule TO and the Offer Documents and any other documents necessary to consummate the solicitation of tenders of shares of Common Stock in the Offer, the Merger . Parent and the other Transactions, the Purchaser Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall will use such information only in connection with the Offer and the Merger such transactions and, if this Agreement shall be terminated, shall promptly deliver will, upon request, deliver, and will cause their agents to deliver, to the Company all copies of such informationinformation then in their possession or control. (c) The Company shall register the transfer of shares of Common Stock accepted for payment effective immediately after the time at which Acquisition Sub accepts for payment shares of Common Stock tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”); provided that Acquisition Sub pays for such shares of Common Stock at or immediately after such transfer.

Company Actions. (a) Contemporaneous with As soon as practicable on the filing of date the Schedule TO and the Registration StatementOffer is commenced, the Company shall file, with the SEC, the Schedule 14D-9, which shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect subject to the Offer (together with all amendmentsprovisions of SECTION 6.4(b), supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain the recommendation referred to in clause (iiiSECTION 4.5(c) and shall file jointly with Parent the Schedule TO/Schedule 13E-3. At the time the Offer Documents are first mailed to the holders of Section 3.4Shares, the Company shall mail or cause to be mailed to the stockholders of the Company such Schedule 14D-9 together with such Offer Documents. The Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to the holders of the Shares Shares, as and to the extent required by applicable federal securities laws. The Purchaser shall provide Each of the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Parent and Purchaser, on the other hand, agrees to will promptly correct any information provided by it for use in the Schedule 14D-9 or the Schedule TO/Schedule 13E-3 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable lawrespect. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 or the Schedule TO/Schedule 13E-3 as so corrected (if applicable), to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser Parent and its counsel shall be given a reasonable the opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall agrees to provide the Parent, Purchaser and its their counsel with copies of any written comments, and shall inform them of any oral commentswhether written or oral, 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 or the Schedule TO/Schedule 13E-3, promptly after the Company’s receipt of such comments, and any written comments or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselother communications. (b) In connection with the Offer, the Company shall will promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files file containing the names and addresses of the record holders all recordholders of the Shares as of the most a recent practicable date, and shall promptly furnish the Purchaser with such additional information and assistance (including, but not limited to, including lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent agents may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents Documents, Parent and any other documents necessary to consummate the Offer, the Merger and the other Transactions, the Purchaser shall each hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files, shall will use such information only in connection with the Offer and the Merger Offer, and, if this Agreement shall be is terminated, shall promptly will upon request of the Company deliver or cause to be delivered to the Company all copies of such informationinformation then in its possession or the possession of its agents or representatives. (c) Solely in connection with the tender and purchase of Shares pursuant to the Offer and the consummation of the Merger, the Company hereby waives any and all rights of first refusal it may have with respect to Shares owned by, or issuable to, any Person, other than rights to repurchase unvested shares, if any, that may be held by persons following exercise of employee stock options.

Company Actions. (a) Contemporaneous with No later than three (3) Business Days following the filing date of the Schedule TO and the Registration Statementthis Agreement, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC SEC, and shall promptly thereafter disseminate to holders of Shares, 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 (together with all amendmentsany exhibits, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain reflect the recommendation referred to in clause (iii) of Section 3.4Company Board Recommendation. The Company shall agrees that it will cause the Schedule 14D-9 to be disseminated comply in all material respects with the Exchange Act and other applicable Laws. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the holders of Company the Shares as and information relating to the extent it required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required Exchange Act to be included set forth in the Schedule 14D-9. The CompanyCompany shall use its reasonable best efforts to resolve all SEC comments with respect to the Schedule 14D-9 as promptly as reasonably practicable after receipt thereof. Each of Parent, on the one hand, Merger Sub and the Purchaser, on the other hand, Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it which shall have become false or misleading in any material respect or as otherwise required by applicable lawmisleading. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, shall as so corrected (if applicable), to be filed with the SEC soon as reasonably practicable notify Parent and disseminated to holders Merger Sub of the Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser and its 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 all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies receipt of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, and any written request by the SEC for any amendment to the Schedule 14D-9 or oral responses for additional information and shall provide Parent with copies of all such comments and correspondence. Prior to filing or mailing the Schedule 14D-9 (or any amendment or supplement thereto. The Purchaser and its counsel ) or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company shall be given provide Parent a reasonable opportunity to review any and to propose comments on such written responsesdocument or response and shall, in good faith, consider and incorporate the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselcomments of Parent. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to promptly furnish to Parent with a list of the Purchaser Company’s record stockholders, mailing labels, security position listings of Shares held in stock depositories labels and any available listing or computer files file containing the names and addresses of the all record holders of Shares, any non-objecting beneficial owner lists and any available listings of securities positions of record holders of Shares held in stock depositories, in each case, to the Shares Company’s knowledge, true and correct as of the most recent practicable date, and shall promptly furnish the Purchaser with provide to Parent such additional information and assistance (including, but not limited to, including updated lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addressesstockholders, mailing labels and lists of security securities positions) and such other assistance as the Purchaser or its agent Parent may reasonably request for the purpose of in connection with communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents Parent and any other documents necessary to consummate the Offer, the Merger Sub and the other Transactions, the Purchaser 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 promptly deliver use their reasonable efforts to 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 or under the control of such informationany of their representatives or agents in accordance with the terms of the Confidentiality Agreement.

Company Actions. (a) Contemporaneous On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain shall, subject to the recommendation referred to in clause (iii) provisions of Section 3.45.2, contain a recommendation by the Company Board of Directors recommending that the holders of the Shares accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if necessary under applicable Law, adopt this Agreement and approve the Merger in accordance with the applicable provisions of the DGCL (the “Company Recommendation”). The Company shall agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and disseminated to the holders of the Shares Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Parent and Purchaser shall provide promptly after the date hereof furnish to the Company with all information concerning Parent and Purchaser required by the Purchaser and its directors, officers and affiliates as shall be required Exchange Act to be included set forth in the Schedule 14D-9. The Company, on the one hand, and the Parent and Purchaser, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable lawLaw. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its their counsel. In addition, the Company shall provide the Parent, Purchaser and its their counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review any such written responses, responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its their counsel. No amendment or supplement The Company hereby consents to the Schedule 14D-9 shall be made by inclusion in the Offer Documents of the Company without providing Recommendation contained in the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselSchedule 14D-9. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any other available listing listings or computer files containing the names and addresses of the record holders or beneficial owners of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, including lists of record holders and or beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s or its agent’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record holders and beneficial holders owners of the Shares. Except 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 other TransactionsTransactions contemplated by this Agreement, the Parent and Purchaser shall hold in confidence the information contained in any such labels, listings and files, files in accordance with the Confidentiality Agreement and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver (and shall use their respective commercially reasonable efforts to cause their agents and Representatives to deliver) to the Company (or destroy) all copies and any extract or summaries of such informationinformation then in their possession or control. In addition, in connection with the Offer, the Company shall, and shall use its commercially reasonable efforts to cause its Representatives to, cooperate with Parent and Purchaser to disseminate the Offer Documents to holders of Shares held in or subject to any Company Stock Plan or other Benefit Plans, and to permit such holders of Shares to tender Shares in the Offer.

Company Actions. (a) Contemporaneous with Schedule 14D-9. On the filing of day that the Schedule TO and is initially filed with the Registration StatementSEC by Merger Sub, the Company shallshall file with the SEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain contain, subject to the recommendation provisions of Section 5.2, the Company Recommendation and the full text of the opinion of the Company Financial Advisor referred to in clause Section 3.24; provided that, the Company shall 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 is prepared to file with the SEC the Schedule 14D-9 no later than fifteen (iii15) Business Days after the date of Section 3.4this Agreement. The Company shall agrees to cause the Schedule 14D-9 to be disseminated to the holders of the Shares shares of Common Stock, as and to the extent required by all applicable federal securities laws. The Purchaser shall provide Laws, including the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Exchange Act. The Company, on the one hand, and the PurchaserParent and Merger Sub, on the other hand, agrees agree to use reasonable best efforts to (i) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9 and (ii) cause the Schedule 14D-9 when filed to comply with applicable Law and promptly correct any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that it any of them become aware that such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Sharesshares of Common Stock, in each case as and to the extent required by all applicable federal securities lawsLaws, including the Exchange Act. The Purchaser Parent, Merger Sub and its 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 due reasonable consideration to all reasonable additionsany such comments made by Parent, deletions or changes suggested thereto by the Purchaser Merger Sub and its their counsel. In addition, the Company shall provide the Purchaser Parent, Merger Sub and its their counsel promptly with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review and comment on any such proposed written responses, or oral responses to the SEC or its staff in respect of the Schedule 14D-9 and the Company shall give due reasonable consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be any such comments made by the Company without providing the Purchaser Parent, Merger Sub and its their counsel, and shall give Parent, Merger Sub and their counsel a reasonable opportunity to review participate in any substantive telephonic communications with the staff of the SEC related thereto, to the extent such amendment participation is not prohibited by the SEC or supplementapplicable Law. Notwithstanding the foregoing, and the obligations of the Company in this Section 1.2 shall give due consideration to all reasonable additions, deletions or changes suggested thereto by not apply from and after the Purchaser and its counsel. (b) In connection with the Offer, time the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held Board effects a Company Change in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser Recommendation in accordance with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such informationSection 5.2.

Company Actions. (a) Contemporaneous The Company hereby consents to and approves of the Offer, the Top-Up Option, the Merger and the other Transactions and to the inclusion in the Offer Documents of the Company Board Recommendation (subject only to the Company’s right to make an Adverse Company Recommendation Change in accordance with the filing provisions of Section 7.4(d)) and of references to and all other material disclosures relating to the Schedule TO Company Financial Advisor and the Registration StatementFairness Opinion. (b) Subject to Section 7.4, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC SEC, as promptly as practicable on or after the date of the filing by Parent of the initial Offer Documents (and in any event by January 30, 2014), a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendmentssuch Schedule 14D-9, supplements and exhibits theretoas amended from time to time, the “Schedule 14D-9”) that shall contain describing the recommendation Company Board Recommendation referred to in clause (iii) of Section 3.4. The Company 5.4(d), and shall cause mail the Schedule 14D-9 to be disseminated to the holders of the Shares as Company Common Stock (concurrently with the Offer Documents). The Company shall include in the Schedule 14D-9 the Company Board Recommendation and the Fairness Opinion. Parent and Merger Sub shall promptly furnish to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning Parent and Merger Sub required by the Purchaser and its directors, officers and affiliates as shall be required Exchange Act to be included set forth in the Schedule 14D-914D-9 or reasonably requested by the Company for inclusion therein. The Each of the Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawand to correct any material omissions therein. The Company further agrees to shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, as so corrected (if applicable)amended or supplemented, to be filed with the SEC and disseminated to holders of the SharesCompany’s shareholders, in each case as and to the extent required by applicable federal Federal securities laws. The Purchaser Company shall provide Parent and its 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 all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any written comments, comments and shall inform them Parent and its counsel of any oral comments, 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 the Company’s receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the shareholders of the Company, and or responding to any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity comments of the SEC with respect to review any such written responsesthe Schedule 14D-9, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser provide Parent and its counsel a reasonable opportunity to review any and comment on such amendment Schedule 14D-9 or supplementresponse, and the Company shall give due reasonable and good faith consideration to all reasonable additions, deletions any comments made by Parent or changes suggested thereto by the Purchaser and its counsel. (bc) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to Merger Sub promptly (but in any event not later than three (3) Business Days following the Purchaser date hereof) with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all updated lists of shareholders, security position listings, computer files and all other information in the most recent practicable dateCompany’s possession or control as Parent may reasonably request regarding the beneficial owners of the Company Common Stock, and shall promptly furnish the Purchaser with to Merger Sub such information and assistance (including, but not limited to, including updated lists of record holders shareholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record Company’s shareholders. Subject to the requirements of applicable law, and beneficial holders of the Shares. Except 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 other Transactions, the Purchaser Parent and Merger Sub shall hold in confidence in accordance with the Confidentiality Agreement 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 promptly deliver shall, upon request of the Company, return to the Company or destroy all copies of such informationinformation then in their possession or control. (d) During the five (5) Business Days before the then-scheduled Expiration Date (as may be extended pursuant to the terms of this Agreement) or the then-scheduled expiration date of any subsequent offering period and on the first (1st) Business Day following the Expiration Date (as may be extended pursuant to the terms of this Agreement) or the expiration date of any subsequent offering period, promptly following the request of Parent or Merger Sub, the Company shall certify to Parent and Merger Sub in writing as to (i) the number of shares of Company Common Stock then outstanding (including Company Restricted Shares), (ii) the number of Company Restricted Shares then outstanding, (iii) the number of shares of Company Common Stock issuable in respect of Company Stock Options then outstanding, (iv) the Company’s computation of the number of Fully Diluted Shares then outstanding, with supporting detail, (vii) the number of shares of Company Common Stock authorized and available for issuance and sale by the Company to Merger Sub in connection with an exercise of the Top-Up Option and (viii) any other information in the possession of the Company as may be reasonably requested by Parent or Merger Sub in order to enable Parent and Merger Sub to determine whether or not the Minimum Tender Condition has been or would be satisfied.

Company Actions. (a) Contemporaneous with Schedule 14D-9. The Company shall (i) as promptly as practicable, but in any event within one (1) Business Day, following the filing of the Schedule TO by Parent and Merger Sub with the Registration Statement, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange ActSEC, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendmentsamendments and supplements thereto, supplements and including all exhibits thereto, the “Schedule 14D-9”) that containing, except as provided in Section 6.3, the Company Board Recommendation and a notice, in compliance with Section 262 of the DGCL, of appraisal rights in connection with the Merger under the DGCL and (ii) take all steps necessary to disseminate the Schedule 14D-9 promptly after commencement of the Offer to the Company Stockholders as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable U.S. federal securities Laws. To the extent requested by Parent, the Company shall contain cause the recommendation referred Schedule 14D-9 to in clause (iii) of Section 3.4be mailed or otherwise disseminated to the Company Stockholders together with the Offer Documents. The Company shall cause the Schedule 14D-9 to be disseminated comply as to form in all material respects with the requirements of applicable Law. Each of Parent and Merger Sub shall promptly furnish or otherwise make available to the holders Company (or its legal counsel) all information concerning Parent and Merger Sub and their respective Affiliates, the stockholders of Parent or Merger Sub and the Shares as directors and to the extent officers of Parent or Merger Sub that is required by applicable federal securities laws. The Purchaser shall provide Laws or is reasonably requested by the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-914D-9 so as to enable the Company to comply with its obligations under this Section 2.2(a). The Parent, Merger Sub and the Company shall cooperate in good faith to determine the information regarding Parent and Merger Sub and their respective Affiliates, the stockholders of Parent or Merger Sub and the directors and officers of Parent or Merger Sub that is necessary to include in the Schedule 14D-9 in order to satisfy applicable Laws. Each of the Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided by it or any of its respective Representatives for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawrespect. The Company further agrees to shall take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the SharesCompany Stockholders, in each case case, as and to the extent required by applicable federal securities lawsLaws, or by the SEC or its staff or NASDAQ. The Purchaser Unless the Company Board has effected a Company Board Recommendation Change, and its except in connection with any “stop, look and listen” communication by the Company Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act, the Company shall provide 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 prior to the filing thereof with the SEC, and the Company shall give due reasonable and good faith consideration to all reasonable additionsany comments made by Parent, deletions or changes suggested thereto Merger Sub and their counsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). Unless the Company Board has effected a Company Board Recommendation Change, and except in connection with any “stop, look and listen” communication by the Purchaser and its counsel. In additionCompany Board or any committee thereof to the Company Stockholders pursuant to Rule 14d-9(f) of the Exchange Act, the Company shall provide the Purchaser in writing to Parent, Merger Sub and its their counsel with copies of any and all written comments, comments or other substantive communications (and shall inform them of orally describe any oral comments, comments or other substantive oral communications) 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 the Company’s receipt of such commentsreceipt, and any written or oral responses thereto. The Purchaser and its counsel shall be given unless the Company Board has effected a reasonable opportunity to review any such written responsesCompany Board Recommendation Change, and the Company shall give due consideration to all reasonable additionsprovide Parent, deletions or changes suggested thereto by the Purchaser Merger Sub and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its their counsel a reasonable opportunity (x) to review and comment on any such amendment responses, which comments the Company shall consider reasonably and in good faith and (y) to the extent reasonably practicable, participate in any material discussions with the SEC or supplementits staff concerning such comments and/or responses. Subject to Section 6.3(c) and Section 6.3(d), the Company hereby consents to the inclusion in the Offer Documents of the determinations and approvals of the Company Board set forth in the final sentence of Section 4.4 and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselBoard Recommendation. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous The Company hereby approves of and consents to each of the Transactions. (b) On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on the Schedule 14D-9 with respect containing the recommendations described in Section 4.04(b) and shall mail the Schedule 14D-9 to the Offer (together holders of Company Common Stock. The Schedule 14D-9 will comply as to form in all material respects with all amendments, supplements the applicable provisions of the Exchange Act and exhibits thereto, the “Schedule 14D-9”) that shall contain the recommendation referred to in clause (iii) of Section 3.4rules and regulations promulgated thereunder. The Company shall cause deliver copies of the proposed form of the Schedule 14D-9 to be disseminated Parent within a reasonable time prior to the holders filing thereof with the SEC for review and comment by Parent and its counsel. Each of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to 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 (if applicable), amended or supplemented to be filed with the SEC and disseminated to holders of the SharesCompany's stockholders, in each case as and to the extent required by applicable federal Federal securities laws. The Purchaser Company shall provide Parent and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that comments 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. (bc) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser Sub promptly with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares 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, computer files and all other information in the most recent practicable dateCompany's possession or control regarding the beneficial owners of Company Common Stock, and shall promptly furnish the Purchaser with to Sub such information and assistance (including, but not limited to, including updated lists of record holders stockholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record Company's stockholders. Subject to the requirements of Applicable Law, and beneficial holders of the Shares. Except 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 other Transactions, the Purchaser Parent and 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 promptly deliver to the Company or destroy all copies of such informationinformation then in their possession.

Company Actions. (a) Contemporaneous On the date the initial Offer Documents are first filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that ), which, subject to Section 6.2, shall contain the recommendation referred to in clause (iii) Company Recommendation and a reasonable description of Section 3.4the other Board Actions. The Company Parent shall cause the Schedule 14D-9 to be disseminated to the holders of Shares along with the Shares as Offer Documents, in accordance with Rule 14d-9 under the Exchange Act and the Securities Laws promptly after the commencement of the Offer. The Company shall cause the Schedule 14D-9 to comply in all material respects with the 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 extent required dissemination or filing thereof for review and comment by applicable federal securities lawsParent and its counsel. The Purchaser Company shall provide the Company with all information concerning the Purchaser give reasonable and good faith consideration to any reasonable comments made by Parent and its directors, officers and affiliates as counsel. The Company shall be required respond promptly to be included in any comments of the SEC or its staff with respect to the Schedule 14D-9. The Each of the Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Acquisition Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawthe Securities Laws. The Company further agrees to take all steps necessary to shall amend or supplement the Schedule 14D-9 and cause the Schedule 14D-9, as so corrected (if applicable)amended or supplemented, to be filed with the SEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Securities Laws. The Purchaser and its 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 all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of any 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 the Company’s receipt of such comments, comments and shall give Parent a reasonable opportunity under the circumstances to review and comment on any written or oral responses theretoto such comments. The Purchaser Parent and its counsel Acquisition Sub shall be given a reasonable opportunity promptly furnish to review any such written responsesthe Company all information concerning Parent, Acquisition Sub and the Company shall give due consideration to all reasonable additions, deletions Offer that may be required or changes suggested thereto reasonably requested in connection with any action contemplated by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselthis Section 1.2(a). (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings Parent and Acquisition Sub (i) a list of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of Shares as well as mailing labels containing such names and addresses and (ii) security position lists, computer files and any other information identifying the Shares beneficial owners of Shares, in each case as of the most recent practicable date, and shall promptly furnish date which the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser Company or its transfer agent has in its possession or control or can obtain without unreasonable effort or expense. The Company shall furnish or cause to be furnished to Parent and Acquisition Sub such additional information (including updates to the items provided pursuant to the preceding sentence) and such other assistance as Parent and Acquisition Sub may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders owners of the Shares. Except 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 OfferOffer and, if applicable, the Merger Merger, Parent and the other Transactions, the Purchaser Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only files in connection accordance with the Offer and terms of the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company all copies of such informationConfidentiality Agreement.

Company Actions. (a) Contemporaneous The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. (b) On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, 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 all amendments, any supplements and exhibits or amendments thereto, the “Schedule 14D-9”) that will comply in all material respects with applicable Law, containing the Company Recommendation and shall contain mail the recommendation referred Schedule 14D-9 to in clause (iii) the shareholders of Section 3.4the Company. The Company shall cause also include in the Schedule 14D-9 14D-9, and represents that it has obtained all necessary consents of ▇▇▇▇▇▇▇▇▇ & Company, Inc. to be disseminated permit the Company to include in the Schedule 14D-9, in its entirety, a copy of the opinion of ▇▇▇▇▇▇▇▇▇ & Company, Inc. described in Section 5.1(u). Buyer and Merger Sub shall promptly furnish in writing to the holders of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning Buyer and Merger Sub required by the Purchaser and its directors, officers and affiliates as shall be required Exchange Act to be included set forth in the Schedule 14D-9. The Each of the Company, on the one hand, Buyer and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to 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 (if applicable), amended or supplemented to be filed with the SEC and disseminated to holders the shareholders of the SharesCompany, in each case as and to the extent required by applicable federal securities lawsLaws. The Purchaser Company shall promptly notify Buyer upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall provide Buyer with copies of all correspondence between the Company and its counsel Representatives, on the one hand, and the SEC, on the other hand, and shall be given use its reasonable best efforts to give Buyer the opportunity to participate in any substantive telephonic communications with the staff of the SEC related thereto. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or mailing thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Buyer a reasonable opportunity to review the and comment on such Schedule 14D-9 before it is filed with or response (including the SECproposed final version thereof), and the Company shall give due reasonable consideration to all reasonable additions, deletions or changes suggested thereto by any such comments. The Company hereby consents to the Purchaser and its counsel. In addition, inclusion in the Offer Documents of the Company shall provide the Purchaser and its counsel with copies of any 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 Recommendation contained in the Schedule 14D-9 promptly after the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel14D-9. (bc) In connection with the OfferOffer and the Merger, the Company shall promptly furnish or cause its transfer agent to promptly furnish to the Purchaser Buyer and Merger Sub with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Company Shares 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 shareholders, security position listings and computer files and all other information in the Company’s possession or control regarding the record holders and the beneficial owners of Company Shares, and shall promptly furnish the Purchaser with to Merger Sub such information and assistance (including, but not limited to, including updated lists of record holders shareholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser or its agent Buyer may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of the Company Shares. Except 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 Offertransactions contemplated by this Agreement, the Buyer and Merger and the other Transactions, the Purchaser Sub shall hold in confidence the information contained in any such labels, listings and filesfiles in accordance with the requirements of the Mutual Nondisclosure Agreement dated May 27, 2011 between Buyer and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company dispose of all copies of such informationinformation then in their possession or control in accordance with the terms of the Confidentiality Agreement.

Company Actions. (a) Contemporaneous The Company hereby approves this Agreement and consents to the inclusion in the Offer Documents 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 filing provisions of the Schedule TO and the Registration Statement, the Section 5.02. (b) The Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC SEC, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect (as amended and supplemented from time to the Offer (together with all amendments, supplements and exhibits theretotime, the “Schedule 14D-9”) that shall contain reflect, subject only to the recommendation referred to in clause (iii) provisions of Section 3.45.02, 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 cause deliver copies of the proposed form of the Schedule 14D-9 to be disseminated Parent within a reasonable time prior to the holders of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable), to be filed filing thereof with the SEC for review and disseminated to holders of the Shares, in each case as and to the extent required comment by applicable federal securities laws. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SECcounsel, and the Company shall give due reasonable and good faith consideration to all reasonable additions, deletions or changes suggested thereto any comments made by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of (it being understood that Parent and its counsel shall provide any written commentscomments thereon as soon as reasonably practicable). The Company agrees to provide Parent (in writing, if written), and shall inform them of any oral comments, that the Company or to consult with Parent and its counsel regarding, any comments that may receive from time to time be received from the SEC or its staff (whether written or oral) with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, thereof and any written or oral responses thereto. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. Each of the Company, Parent and Offeror shall promptly correct any information provided by it for use in the Schedule 14D-9 that shall become false or misleading in any material respect, and the Company shall give due consideration take all steps necessary to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to cause the Schedule 14D-9 shall as so corrected to be made by filed with the SEC and disseminated to the stockholders of the Company without providing as and to the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto extent required by the Purchaser and its counselapplicable Laws. (bc) In connection with the Offer, the Company shall promptly furnish provide Parent with (or cause its transfer agent Parent to furnish to the Purchaser be provided with) mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files file containing the names and addresses of the record holders of the Shares shares of Company Common Stock as of the most a recent practicable date, and shall promptly furnish the Purchaser provide Parent with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser Parent or its agent agents may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders stockholders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such informationCompany.

Company Actions. (a) Contemporaneous Schedule 14D-9. On, or on the Business Day after, the date on which the initial Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, 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 all amendments, any supplements and exhibits or amendments thereto, the “Schedule 14D-9”) that which, except as expressly contemplated by this Agreement, shall contain describe and make the recommendation referred Recommendation with respect to in clause (iii) of Section 3.4. The Company the Offer, and promptly thereafter shall cause the Schedule 14D-9 to be disseminated to the holders of the Shares as 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 extent required by applicable federal securities laws. The Purchaser shall provide the Company with in writing all information concerning the Purchaser Parent and its directors, officers and affiliates as shall Merger Sub that may be required to be included by Applicable Law for inclusion in the Schedule 14D-9. The CompanyEach of Parent, on the one hand, Merger Sub and the Purchaser, on the other hand, agrees to Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawrespect. The Company further agrees to shall take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and to be disseminated to the holders of the SharesCompany Common Stock, in each case as and to the extent required by applicable federal securities lawsApplicable Law. The Purchaser Company shall promptly notify 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-9, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its counsel representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall be given a use reasonable opportunity best efforts to review 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 before it is filed with the SEC14D-9, and the Company shall give due consideration provide Parent and Merger Sub and their respective counsel a reasonable opportunity to all reasonable additionsparticipate 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, deletions or changes suggested thereto by responding to any comments of the Purchaser and its counsel. In additionSEC or the staff of the SEC with respect thereto, the Company shall provide the Purchaser Parent and its counsel with copies of any written comments, Merger Sub 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its their respective counsel a reasonable opportunity to review any and comment on such amendment document or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselresponse. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous with As promptly as practicable on the date of the filing of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 5.2, contain the recommendation referred to in clause (iii) of Section 3.4Company Recommendation. The Company shall agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and disseminated to the holders of the Shares Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Exchange Act. The Company, on the one hand, and the PurchaserParent and Merger Sub, on the other hand, agrees agree to promptly correct or supplement any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable lawLaw. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected or supplemented (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Purchaser Unless the Board of Directors of the Company has effected a Company Adverse Recommendation Change, Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Merger Sub and its their counsel. In addition, the Company shall provide the Purchaser Parent, Merger Sub and its their counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser Unless the Board of Directors of the Company has effected a Company Adverse Recommendation Change, Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review any such written responses, responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Merger Sub and its their counsel. No amendment or supplement to Unless the Schedule 14D-9 shall be made by Board of Directors of the Company without providing has effected a Company Adverse Recommendation Change, the Purchaser Parent and its counsel a reasonable opportunity to review any such amendment or supplement, Merger Sub may include in the Offer Documents and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Proxy Statement the Purchaser and its counselCompany Recommendation (including as contained in the Schedule 14D-9). (b) In connection with the Offer, the Company shall promptly (and in any event within five Business Days following the date of this Agreement) furnish or cause its transfer agent to furnish be furnished to the Purchaser Merger Sub mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record and beneficial holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser Merger Sub with such information and assistance (including, but not limited to, lists of record holders and beneficial owners holders of the Shares, updated promptly from time to time upon the PurchaserMerger Sub’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser Merger Sub or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver (and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) to the Company all copies and any extract or summaries of such information. In addition, in connection with the Offer, the Company shall cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Stock Plan or other Company Benefit Plan and to permit such holders of Shares to tender Shares in the Offer.

Company Actions. (a) Contemporaneous On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendmentssuch Schedule 14D-9, supplements as supplemented or amended from time to time, and including the exhibits thereto, the “Schedule 14D-9”) that shall contain including the recommendation referred to in clause (iii) of Section 3.4. The Special Committee Recommendation and the Company Board Recommendation and AEP shall cause the Schedule 14D-9 to be disseminated mailed to the holders of the Shares as and to along with the extent required by applicable federal securities laws. The Purchaser Offer Documents, provided that in no event shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall AEP be required to be included delay the mailing of the Offer Documents in order to include the Schedule 14D-914D-9 with such mailing. The Company shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9 and each of the Company, on the one hand, AEP and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to 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 (if applicable), amended or supplemented to be filed with the SEC and disseminated to the holders of the Shares, in each case as and to the extent required by applicable federal securities lawsLaws. The Purchaser AEP and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed a reasonable time prior to filing such documents with the SECSEC or dissemination of such documents to the holders of the Shares, and the Company Company, the Special Committee and their respective counsel shall give due consideration to all reasonable additionsconsider in good faith any comments thereto made by AEP, deletions Merger Sub or changes suggested thereto by the Purchaser and its counsel. In addition, the The Company shall (i) provide the Purchaser AEP and its Merger Sub and their counsel with copies of any written comments, comments or requests (and shall inform them of any oral comments, that comments or requests) for additional information the Company or its counsel representatives may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such commentscomments or requests, (ii) provide to AEP and any written or oral responses thereto. The Purchaser Merger Sub and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its their counsel a reasonable opportunity to review and comment upon any written responses thereto a reasonable time prior to responding to such amendment comments or supplementrequests, (iii) consider in good faith any comments thereto made by AEP, Merger Sub or their counsel, and (iv) consult (to the extent practicable) with AEP, Merger Sub and/or their counsel prior to making any material oral responses or engaging in any material discussions with the SEC. The Company shall give due consideration use reasonable best efforts to all reasonable additionspermit AEP, deletions Merger Sub and their counsel to participate with the Company, the Special Committee or changes suggested thereto by their representatives in any material discussions or meetings with the Purchaser and its counselSEC. (b) In connection with the Offer, the Company shall promptly furnish or cause instruct its transfer agent to furnish to the Purchaser Merger Sub promptly with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares as of a recent date, together with copies of all lists of stockholders, security position listings and computer files containing the most recent practicable datenames and addresses of the record holders of the Shares, and shall promptly use commercially reasonable efforts to furnish the Purchaser with to Merger Sub such information and assistance (including, but not limited to, including updated lists of record holders stockholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s such computer files) as AEP and Merger Sub may reasonably request, and their addressesin each case, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous 2.1 Schedule 14D-9. Promptly after the Offer Documents are filed with the filing of SEC (and, in any event, on the Schedule TO and the Registration Statementsame day), the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all further amendments, supplements and exhibits thereto, the “Schedule 14D-9”) ), which shall provide that shall contain the recommendation referred Special Committee, acting in accordance with an express delegation of authority from the Board, has determined to in clause (iii) of Section 3.4express no opinion and remain neutral with respect to the Tender Offer. The Company shall cause the Schedule 14D-9 (i) to be promptly disseminated to the holders of the Shares shares of Common Stock as and to the extent required by applicable federal securities laws, (ii) to be amended or supplemented only to the extent required by applicable federal securities laws, and (iii) to comply as to form in all material respects with the requirements of the Exchange Act and other applicable federal securities laws. The Purchaser IEP and Icahn Enterprises shall provide promptly furnish to the Company with in writing all information concerning IEP and Icahn Enterprises that may be reasonably requested by the Purchaser and its directors, officers and affiliates as shall be Company or required to be included by applicable federal securities laws for inclusion in the Schedule 14D-9. The Company, on the one hand, and the Purchasereach of IEP and Icahn Enterprises, on the other hand, agrees to shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall be or shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to take all steps necessary to shall cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Sharesshares of Common Stock, in each case case, as and to the extent required by applicable federal securities laws. The Purchaser IEP and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed 14D-9, and amendments thereof prior to their filing with the SECSEC or dissemination to stockholders of the Company, and the Company shall give due reasonable and good faith consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser IEP and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, event that the Company or its counsel may receive from time to time receives any comments from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. (b) In connection with the Offeramendments thereof, the Company shall use its reasonable best efforts to (i) respond promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories such comments and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionsii) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are take all other actions necessary to disseminate resolve the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such informationissues raised therein.

Company Actions. (a) Contemporaneous with The Company hereby consents to the filing Offer and to the inclusion in the Offer Documents of the Schedule TO Recommendation, subject to the provisions of Section 6.4. (b) As promptly as reasonably practicable on the date of filing by Parent and Merger Sub of the Registration StatementOffer Documents, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, 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 all amendmentsexhibits, amendments and supplements and exhibits thereto, the “Schedule 14D-9”), which shall reflect that the Merger is governed by Section 251(h) that of the DGCL and shall contain the recommendation referred Recommendation, subject to in clause (iiithe provisions of Section 6.4. Without limitation, the Schedule 14D-9 shall include as an exhibit an Information Statement pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder and shall include the notice of availability of appraisal rights that Section 3.4262(d)(2) of the DGCL requires the Company to deliver to the Company’s stockholders in connection with the Merger. The Company shall cause the Schedule 14D-9 to be disseminated to the holders of the Shares Shares, as and to the extent required by applicable federal securities lawsLaw. The Purchaser shall provide Each of the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, Parent and the Purchaser, on the other hand, Merger Sub agrees promptly to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and to be disseminated to the holders of the Shares, in each case case, as and to the extent required by applicable federal securities lawsLaw. The Purchaser Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and any amendments thereto prior to the filing thereof with the SEC, SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Merger Sub and its their counsel. In addition, the Company shall agrees to provide the Purchaser Parent, Merger Sub and its their counsel with copies of any written comments, and shall inform them of any oral commentswhether written or oral, 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser Parent, Merger Sub and its their counsel shall be given a reasonable opportunity to review any and comment upon such written responses, responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Merger Sub and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its their counsel. (bc) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent promptly (and in any event within five Business Days of the date of this Agreement) to furnish to the Purchaser Parent and Merger Sub with mailing labels, security position listings of Shares held in stock depositories listings, any non-objecting beneficial owner lists and any available listing listings or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, date and shall promptly furnish the Purchaser Parent and Merger Sub with such additional available information and assistance (including, but not limited to, lists periodic updates of record holders such information) and beneficial owners of the Sharessuch other assistance as Parent, updated promptly from time to time upon the Purchaser’s request, and Merger Sub or their addresses, mailing labels and lists of security positions) as the Purchaser or its agent agents may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of the Shares. Except Subject to the requirement of applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Parent and Merger and the other Transactions, the Purchaser 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 promptly deliver (and shall cause their agents and Representatives to deliver) to the Company all copies and any extract or summaries of such information.

Company Actions. (a) Contemporaneous with The Company hereby consents to the filing 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 Schedule TO and SEC) who own Shares intend to tender their Shares pursuant to the Registration StatementOffer. (b) On the date of commencement of the Offer, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendmentssuch Schedule 14D-9, supplements and exhibits theretoas amended from time to time, the “Schedule 14D-9”) that shall contain describing the recommendation recommendations referred to in clause Section 3.3(b) (iiisubject to Section 6.8) of Section 3.4. The Company and shall cause mail the Schedule 14D-9 to be disseminated to the holders of the Shares as Shares. Parent and to the extent required by applicable federal securities laws. The Purchaser Merger Sub shall promptly provide the Company with all information concerning the Purchaser relating to Parent and its directors, officers and affiliates as shall be Merger Sub that is required to be included in the Schedule 14D-9. The Each of the Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to 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 (if applicable), amended or supplemented to be filed with the SEC and disseminated to the holders of the Shares, in each case as and to the extent required by applicable federal securities lawsLaws. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed and any amendments or supplements thereto prior to filing such documents with the SEC, SEC or disseminating such documents to the stockholders of the Company and the Company shall give due reasonable and good faith consideration to all reasonable additions, deletions or changes suggested thereto any comments made by the Purchaser Parent and its counsel. In addition, the The Company shall provide the Purchaser Parent and its counsel in writing with copies of any written comments, and shall inform them of any oral comments, that comments 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 the Company’s receipt of such comments, comments and any written or oral responses thereto. The Purchaser shall consult with Parent and its counsel prior to responding to such comments. The Company shall be given provide Parent and its counsel with a reasonable opportunity to review any such written responses, and participate in the response of the Company shall give due to those comments and to review and provide comments on that response (to which reasonable and good faith consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by given). The Company shall provide the Company without providing the Purchaser Parent and its counsel with a reasonable opportunity copy of any written response sent to review the SEC and telephonic notice of any such amendment oral responses or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counseldiscussions with SEC staff. (bc) In connection with the Offer, the Company shall promptly furnish or cause instruct its transfer agent to furnish to the Purchaser Merger Sub promptly with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares 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 most recent practicable dateCompany’s possession or control regarding the beneficial owners of Shares, and shall promptly furnish the Purchaser with to Merger Sub such information and assistance (including, but not limited to, including updated lists of record holders stockholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of the Shares. Except 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 other Transactions, the Purchaser 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 promptly shall, upon request, deliver to the Company all copies of such informationinformation then in their possession.

Company Actions. (a) Contemporaneous with the filing of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 6.4, contain the recommendation referred to Company Recommendation and that will comply in clause (iii) all material respects with the provisions of Section 3.4all applicable Federal and other securities Laws. The Company shall take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and disseminated to the holders of the Shares Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Each of Parent, Purchaser shall provide and the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to correct promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The Company further agrees to shall take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Parent, Purchaser and its 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 all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its their counsel. In addition, the Company shall provide the Parent, Purchaser and its their counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Company shall give Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its their counsel. No amendment The Company shall use its reasonable best efforts to respond promptly to any comments of the SEC or supplement its staff with respect to the Schedule 14D-9 14D-9. (b) If approval of the stockholders of the Company is required under the DGCL to consummate the Merger, as promptly as practicable following the Acceptance Time and the expiration of any “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, if applicable, and in any event within 14 days after the Acceptance Time and the expiration of such “subsequent offering period” provided by Purchaser pursuant to and in accordance with this Agreement, the Company shall prepare and file with the SEC in preliminary form a proxy or information statement for the Special Meeting (together with any amendments thereof or supplements thereto and any other required solicitation materials or information, the “Proxy Statement”) relating to the Merger and this Agreement that shall, subject to the provisions of Section 6.4(c), contain the Company Recommendation. The Company shall take all steps necessary to cause the Proxy Statement to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the DGCL, the Exchange Act or the SEC (or its staff). Each of Parent, Purchaser and the Company shall correct promptly any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the DGCL, the Exchange Act or the SEC (or its staff). Parent, Purchaser and their counsel shall be made by the Company without providing the Purchaser and its counsel given a reasonable opportunity to review any such amendment or supplementthe Proxy Statement before it is filed with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and their counsel. In addition, the Company shall provide Parent, Purchaser and their counsel with copies of any 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 Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. The Company shall give Parent, Purchaser and their counsel a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Purchaser and their counsel. The Company shall use its reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Proxy Statement. (bc) In connection with the Offer, the Company shall promptly after execution of this Agreement furnish or cause its transfer agent to furnish be furnished to the Parent and Purchaser mailing labels, security position listings (i) a list of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, as well as mailing labels containing such names and shall promptly furnish the Purchaser with such information addresses and assistance (including, but not limited to, ii) all lists of record holders stockholders, security position lists, computer files and all other information identifying the beneficial owners of Shares as of the Shares, updated promptly from time most recent practicable date which the Company or its transfer agent has in its possession or control or can obtain without unreasonable effort or expense. The Company shall furnish or cause to time upon be furnished to Parent and Purchaser such additional information (including updates of the Purchaser’s request, items provided pursuant to the preceding sentence) and their addresses, mailing labels and lists of security positions) such other assistance as the Parent or Purchaser or its agent their respective agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders owners of the Shares. Except 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 other Transactions, the Purchaser shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer Offer, the Merger and the Merger other Transactions, and, if this Agreement shall be terminated, shall shall, upon the Company’s written request, promptly deliver to the Company the original and all copies of such informationinformation then in its possession or control.

Company Actions. (a) Contemporaneous Schedule 14D-9. On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendmentssuch Schedule 14D-9, supplements and exhibits theretoas amended from time to time, the “Schedule 14D-9”) that including the Board Recommendation (subject to the Board Recommendation not having been withdrawn or modified) and shall contain the recommendation referred to in clause (iiii) of Section 3.4. The Company shall cause disseminate the Schedule 14D-9 to be disseminated holders of Shares and Preferred Shares and (ii) set the Stockholder List Date as of the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL. Parent and Merger Sub shall promptly furnish to the holders of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser Parent and its directors, officers and affiliates as shall be Merger Sub required by Applicable Law to be included 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. The 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 the Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to 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 (if applicable), amended or supplemented to be filed with the SEC and disseminated to the holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser and its 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 all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselApplicable Law. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall which shall, subject to the provisions of Section 6.4(c), contain the recommendation referred that the holders of the Shares accept the Offer, tender their Shares to Sub pursuant to the Offer and, if a vote of the stockholders of the Company is required to consummate the Merger under the DGCL, adopt this Agreement. The Schedule 14D-9 will comply in clause (iii) all material respects with the applicable provisions of Section 3.4the Exchange Act. The Company shall agrees to cause the Schedule 14D-9 to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Laws. The Company, on the one hand, and the PurchaserParent and Sub, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable lawLaw. The Company further agrees to take all reasonable steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case Shares as and to the extent required by applicable federal securities lawsLaws. The Purchaser Parent, Sub and its their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SECSEC or disseminated to holders of Shares, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Sub and its their counsel. In addition, the Company shall agrees to provide the Purchaser Parent, Sub and its their counsel with copies of any written comments, and shall inform them of any oral comments, comments or communications 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 the Company’s receipt of such commentscomments or communications. Parent, Sub and any written or oral responses thereto. The Purchaser and its their counsel shall be given a reasonable opportunity to review any responses to such written responsescomments or communications, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Sub and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its their counsel. (b) In connection with the Offer, the Company shall, or shall promptly furnish or cause its transfer agent to to, promptly furnish to the Purchaser Sub mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files file containing the names and addresses of the record holders of the Shares as of the most a recent practicable date, and shall promptly furnish the Purchaser Sub with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s requestperiodically, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent Sub may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps The nondisclosure agreement, dated August 1, 2008 (as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offeramended or supplemented, the Merger and the other Transactions“Nondisclosure Agreement”), the Purchaser 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 promptly deliver to between the Company all copies of such informationand Parent shall apply with respect to information furnished to Sub in accordance with this Section 2.3(b).

Company Actions. (a) Contemporaneous Schedule 14D-9. On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, 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 all amendments, any supplements and exhibits or amendments thereto, the “Schedule 14D-9”) that ), which, except as expressly contemplated by Section 5.02(c), shall contain describe and make the recommendation referred Company Recommendation with respect to in clause (iii) of Section 3.4. The Company the Offer, and promptly thereafter shall cause mail the Schedule 14D-9 to be disseminated to the holders of the Shares as 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 extent Company in writing all information concerning Parent and Merger Sub that may be required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included laws for inclusion in the Schedule 14D-9. The CompanyEach of Parent, on the one hand, Merger Sub and the Purchaser, on the other hand, agrees to Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawrespect. The Company further agrees to shall take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of the SharesCompany Common Stock, in each case as and to the extent required by applicable federal securities lawsLaws. The Purchaser Company shall promptly notify 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-9, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its counsel Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall be given a use reasonable opportunity best efforts to review 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 before it is filed with the SEC14D-9, and the Company shall give due consideration provide Parent and Merger Sub and their respective counsel a reasonable opportunity to all reasonable additionsparticipate 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, deletions or changes suggested thereto by responding to any comments of the Purchaser and its counsel. In additionSEC or the staff of the SEC with respect thereto, the Company shall provide the Purchaser Parent and its counsel with copies of any written comments, Merger Sub 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its their respective counsel a reasonable opportunity to review any and to propose comments on such amendment document or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselresponse. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous with The Company hereby approves of and consents to the filing Offer and represents that its Board of Directors at a meeting duly called and held on February 5, 2001, has by unanimous vote of the Schedule TO members thereof present and voting thereat: (i) determined that this Agreement and the Registration Statementtransactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions"), considered as a whole, are fair to, and in the best interest of, the Company shalland the holders of Company Common Stock, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in a manner accordance with the GBCC and the Company's Articles of Incorporation) and (iii) recommended that complies with Rule 14d-9 under the Exchange Actholders of Company Common Stock accept the Offer and tender their Company Common Stock pursuant to the Offer, and approve and adopt this Agreement and the Merger. (b) On the date of commencement of the Offer, the Company shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “"Schedule 14D-9”") that shall contain containing the recommendation referred to of the Board of Directors of the Company described in clause (iii) of Section 3.4. The Company 1.02(a), and shall cause disseminate the Schedule 14D-9 to be disseminated to the holders of the Shares as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser Compass and its directors, officers and affiliates as counsel shall be required given reasonable opportunity to be included in review and comment upon the Schedule 14D-914D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. The Company, on the one hand, Compass and the Purchaser, on the other hand, agrees to Sub will promptly correct any information provided by it any of them for use in the Schedule 14D-9 if and to the extent that it which shall have become false or misleading in any material respect or as otherwise required by applicable law. The Company further agrees to misleading, and will take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Sharesshares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. The Purchaser Company shall provide Compass and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any written commentscomments (and orally, 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 the Company’s receipt of such comments, comments and any written or oral responses thereto. The Purchaser shall consult with Compass and its counsel shall be given a reasonable opportunity prior to review any responding to such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselcomments. (bc) In connection with the OfferOffer and the Merger, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser Sub promptly with an appropriate number of mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares 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 most recent practicable dateCompany's possession or control regarding the beneficial owners of Company Common Stock, and shall promptly furnish the Purchaser with to Sub such information and assistance (including, but not limited to, including updated lists of record holders stockholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser or its agent Compass may reasonably request for the purpose of in communicating the Offer to the record Company's stockholders. Subject to the requirements of applicable law, and beneficial holders of the Shares. Except 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 other Transactionstransactions contemplated by this Agreement, the Purchaser Compass and 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 promptly deliver to the Company all copies of such information.in

Company Actions. (a) Contemporaneous with On the day that the Offer is commenced, the Company shall, as promptly as practicable following the filing of the Schedule TO and the Registration Statement, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange ActTO, file with the SEC and disseminate to Stockholders, 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 (together with all amendmentsany exhibits, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that that, subject to the Company Board’s right to effect a Change of Board Recommendation pursuant to Section 7.03(e), shall contain reflect the recommendation referred to in clause (iii) of Section 3.4Company Board Recommendation. The Company shall agrees that it will cause the Schedule 14D-9 to be disseminated to comply in all material respects with the holders Exchange Act and other Applicable Law. Each of the Shares as Parent, Acquisition Sub and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to take use all steps necessary reasonable efforts to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to promptly be filed with the SEC and to promptly be disseminated to holders of the SharesStockholders, in each case as and to the extent required by applicable federal securities lawsApplicable Law. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and any amendment thereto prior to the filing thereof with the SEC, SEC and the Company shall give due consideration agrees to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselconsider in good faith any such comments. In addition, the The Company shall agrees to provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that comments 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration respond promptly to all reasonable additions, deletions any comments of the SEC or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement staff with respect to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel14D-9. (b) In connection with the Offer, the The Company shall promptly furnish or cause Parent with a list of its transfer agent to furnish to the Purchaser Stockholders, mailing labels, security position listings of Shares held in stock depositories labels and any available listing or computer files file containing the names and addresses of the all record holders of the 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 furnish the Purchaser with provide to Parent such additional information and assistance (including, but not limited to, including updated lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addressesStockholders, mailing labels and lists of security securities positions) and such other similar assistance as the Purchaser or its agent Parent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate in connection with the Offer, the Merger . Parent and the other Transactions, the Purchaser Acquisition Sub and their Representatives 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 promptly deliver use their reasonable efforts to cause their Representatives to deliver, to the Company or destroy all copies of and any extracts or summaries from such informationinformation then in their possession or control.

Company Actions. (a) Contemporaneous Contemporaneously with the filing of the amendment to Schedule TO and or as promptly as practicable thereafter (but in no event later than the Registration Statementfifth (5th) Business Day after the date of this Agreement), the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender and (following or contemporaneously with the dissemination of the Offer to Purchase and related documents) disseminate to holders of Shares an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that that, subject to Section 5.2, shall contain reflect the recommendation referred to in clause (iii) of Section 3.4Company Board Recommendation. The Company shall use commercially reasonable efforts to cause the Schedule 14D-9 and the filing and dissemination thereof to be disseminated to comply in all material respects with the holders applicable requirements of the Shares as Exchange Act and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company rules and regulations thereunder and with all information concerning the Purchaser other applicable Law. Parent and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed (including any amendment or supplement thereto) prior to the filing thereof with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes thereto suggested thereto by the Purchaser Parent and its legal counsel. In addition, the The Company shall promptly provide the Purchaser Parent and its legal counsel with copies a copy of any written comments, comments and shall inform them a description of any oral comments, that comments received by the Company or its legal counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the Company’s receipt of such comments, and any written or oral responses thereto14D-9. The Purchaser Parent and its legal counsel shall be given a reasonable opportunity to review any such written responsesand comment on the Company’s proposed responses to the comments prior to the filing thereof with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes thereto suggested thereto by the Purchaser Parent and its legal counsel. No The Company shall use commercially reasonable efforts to respond promptly to any such comments. If at any time prior to the Effective Time, any information relating to the Offer, the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors, or officers should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Schedule 14D-9, so that the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be made stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the stockholders of the Company, as and to the extent required by the Company without providing applicable requirements of the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, Exchange Act and the rules and regulations thereunder or by other applicable Law. Parent, Holding and Merger Sub shall promptly furnish to the Company shall give due consideration to upon the Company’s written request all reasonable additionsinformation concerning Parent, deletions Holding, Merger Sub and the Offer that may be required or changes suggested thereto reasonably requested in connection with any action contemplated by the Purchaser and its counselthis Section 1.2(a). (b) In connection with the Offer, the The Company shall as promptly furnish as practicable after the date of this Agreement provide to Parent, or cause its transfer agent to furnish be provided to Parent, (i) a list of the Purchaser Company’s stockholders as well as mailing labels, security position listings of Shares held in stock depositories labels and any available listing or computer files file containing the names and addresses of the all record holders of the 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 shall promptly furnish the Purchaser with (ii) such additional information and assistance (including, but not limited to, including updated lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addressesstockholders, mailing labels and lists of security securities positions) and such other assistance as the Purchaser or its agent Parent may reasonably request for in connection with the purpose of communicating the Offer to the record and beneficial holders of the SharesOffer. Except for such steps as are may be required by applicable Law or legal process, and except as may be necessary to disseminate the Offer Documents or as otherwise permitted by this Agreement, Parent and any other documents necessary to consummate the Offer, the Merger and the other Transactions, the Purchaser Sub shall hold in confidence confidence, in accordance with the terms of the Confidentiality Agreement and this Agreement, any 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 promptly deliver to files provided by the Company all copies of such informationto Parent until the Effective Time.

Company Actions. (a) Contemporaneous with As soon as practicable on the filing of date the Schedule TO and the Registration StatementOffer is commenced, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect 14D-9, which shall, subject to the Offer (together with all amendmentsprovisions of Section 5.5(b), supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain the recommendation referred to in clause (iii) of Section 3.43.5 hereof. At the time the Offer Documents are first mailed to the shareholders of the Company, the Company shall mail or cause to be mailed to the shareholders of the Company such Schedule 14D-9 together with such Offer Documents. The Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to the holders of the Shares Shares, as and to the extent required by applicable federal securities laws. The Purchaser shall provide Each of the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Parent and Purchaser, on the other hand, agrees promptly to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or and misleading in any material respect or as otherwise required by applicable law. The and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser Parent and its counsel shall be given a reasonable the opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall agrees to provide the Parent, Purchaser and its their counsel with copies of any written comments, and shall inform them of any oral commentswhether written or oral, 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 the Company’s receipt of such comments, and any written comments or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselother communications. (b) In connection with the Offer, the Company shall will promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing listing, or computer files file containing the names and addresses of the record holders all recordholders of the Shares as of the most a recent practicable date, and shall promptly furnish the Purchaser with such additional information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s requestdaily, and their addresses, mailing labels and lists of security positions) and assistance as the Purchaser or its agent agents may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of the Shares. Except for such steps as are necessary to disseminate the Offer Documents Documents, Parent and any other documents necessary to consummate the Offer, the Merger and the other Transactions, the Purchaser shall hold in confidence the information contained in any of such labelslabels and lists and the additional information referred to in the preceding sentence, listings and files, shall will use such information only in connection with the Offer and the Merger Offer, and, if this Agreement shall be is terminated, shall promptly will upon request of the Company deliver or cause to be delivered to the Company all copies of such informationinformation then in its possession or the possession of its agents or representatives.

Company Actions. (a) Contemporaneous with the filing of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer that will comply in all material respects with the applicable provisions of the federal securities Laws (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 5.4, contain the recommendation referred to in clause (iii) of Section 3.4Company Board Recommendation. The Company shall also include in the Schedule 14D-9, in its entirety, the Fairness Opinion, together with a summary thereof in accordance with Item 1015(b) of Regulation M-A under the Exchange Act (regardless of whether such item is applicable). The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation and the Fairness Opinion, in each case, consistent with such description in the Schedule 14D-9. The Company further agrees to cause the Schedule 14D-9 to be disseminated to the holders of the Shares Shares, as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Exchange Act. The Company, on the one hand, and Parent and the Purchaser, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Parent, the Purchaser and its 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 good faith consideration to all the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and its their counsel. In addition, the Company shall provide Parent, the Purchaser and its their counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses theretothereto by the Company or its counsel. The Parent, the Purchaser and its their counsel shall be given a reasonable opportunity to review any such written responses, and oral responses and the Company shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its their counsel. (b) In connection with the Offer, the Company shall, or shall instruct its transfer agent to, promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings of Shares held in stock depositories listings, non-objecting beneficial owner lists and any available listing other listings or computer files containing the names and addresses of the record or beneficial holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such other information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent agents may reasonably request for the purpose of in communicating the Offer to with the record and beneficial holders of the Shares. 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 other Transactionstransactions contemplated by this Agreement, Parent and the Purchaser 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 promptly deliver (and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) to the Company all copies and any extract or summaries of such information. In addition, in connection with the Offer, the Company shall, and shall use commercially reasonable efforts to cause any third parties to, cooperate with Parent and the Purchaser to disseminate the Offer Documents to holders of Shares held in or subject to any Company Stock Plan or other Company Benefit Plan, and to permit such holders of Shares to tender Shares in the Offer. (c) The Company shall as promptly as reasonably practicable furnish to Parent and the Purchaser all information concerning the Company that may be reasonably required by applicable securities Laws or reasonably requested by Parent or the Purchaser for inclusion in the Schedule TO and Offer Documents.

Company Actions. (a) Contemporaneous On the date the Offer Documents are filed with the filing of SEC, with respect to the Schedule TO and the Registration StatementOffer, the Company shall, in shall file a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, any amendments and supplements thereto and including the exhibits thereto, the “Schedule 14D-9”) that which, subject to Section 5.2, shall contain the recommendation referred to in clause (iii) of Section 3.4Company Board Recommendation. The Company Parent shall cause the Schedule 14D-9 to be disseminated to the holders Stockholders along with the Offer Documents in accordance with Rule 14d-9 under the Exchange Act and Federal Securities Laws. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Federal Securities Laws. The Company shall deliver copies of the Shares as and proposed form of the Schedule 14D-9 (including any amendments or supplements thereto) to Parent within a reasonable time prior to the extent required dissemination or filing thereof for review and comment by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser Parent and its directorscounsel, officers and affiliates as shall be required consider in good faith any comments of Parent. Each of the Company, Parent and Merger Sub shall respond promptly to be included in any comments of the SEC or its staff with respect to the Schedule 14D-9. The Company, on the one hand, 14D-9 and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawthe Federal Securities Laws. The Company further agrees to take all steps necessary to shall amend or supplement the Schedule 14D-9 and cause the Schedule 14D-9, as so corrected (if applicable)amended or supplemented, to be filed with the SEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Federal Securities Laws. The Purchaser and its 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 all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of any 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 the Company’s receipt of such comments, comments and shall give Parent a reasonable opportunity under the circumstances to review and comment on any proposed written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselcomments. (b) In connection with the Offer, if requested by Merger Sub, the Company shall promptly furnish or cause its transfer agent to be furnished to Merger Sub mailing labels containing the names and addresses of all record holders of Company Common Stock, 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 the Purchaser Merger Sub such additional information, including updated lists of Stockholders, mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable datefiles, and shall promptly furnish the Purchaser with such other information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser Merger Sub or its agent agents may reasonably request for the purpose of communicating the Offer to the record Stockholders. Subject to the requirements of applicable Law and beneficial holders of the Shares. Except 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 Merger and the other Transactionstransactions contemplated by this Agreement, the Purchaser Parent and Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall will use such information only in connection with the Offer and the Merger such transactions and, if this Agreement shall be terminated, shall promptly deliver will, upon request, deliver, and will cause their agents to deliver, to the Company Company, or destroy or cause their agents to destroy, all copies of such informationinformation then in their possession or control.

Company Actions. (a) Contemporaneous The Company hereby approves of and consents to each of the Transactions and the inclusion in the Offer Documents of the recommendations of the Company Board described in Section 4.04(b). (b) On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain the recommendation referred to in clause (iii) of Section 3.4. The Company shall cause the Schedule 14D-9 to be disseminated to containing the holders of recommendations described in Section 4.04(b) and shall mail the Shares Schedule 14D-9 together with the Offer Documents as and to the extent required by applicable federal securities lawslaw to the holders of Offer Securities. The Purchaser Schedule 14D-9 will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall provide deliver copies of the Company proposed form of the Schedule 14D-9 to Parent within a reasonable time prior to the filing thereof with all information concerning the Purchaser SEC for review and comment by Parent and its directors, officers and affiliates as shall be required to be included in counsel. Each of the Schedule 14D-9. The Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to 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 (if applicable), amended or supplemented to be filed with the SEC and disseminated to the holders of the SharesOffer Securities, in each case as and to the extent required by applicable federal securities laws. The Purchaser Company shall provide Parent and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that comments 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. (bc) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser Sub promptly with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the all record holders of the Shares Offer Securities, each as of the most a recent practicable date and of those Persons becoming record holders subsequent to such date, and shall promptly furnish the Purchaser together with such information and assistance (including, but not limited to, copies of all lists of securityholders, mailing label security position listings, computer files and all other information in the Company's possession or control regarding the record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s requestOffer Securities, and their addresses, mailing labels shall furnish to Sub such information and assistance (including updated lists of stockholders, security positionsposition listings and computer files) as the Purchaser or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record Company's stockholders. Subject to the requirements of Applicable Law, and beneficial holders of the Shares. Except 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 other Transactions, the Purchaser Parent and 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 Transactions and, if this Agreement shall be terminated, shall promptly deliver to the Company or destroy all copies of such informationinformation then in their possession.

Company Actions. (a) Contemporaneous Schedule 14D-9. Substantially contemporaneously with the filing by Parent and Purchaser of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC and disseminate to holders of Shares (as and to the extent required by applicable Laws) a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all any amendments, supplements and or exhibits thereto, the “Schedule 14D-9”) that (A) unless the Company Board has made a Company Adverse Change Recommendation to the extent permitted by Section 6.1(b), shall contain reflect the recommendation referred Company Board Recommendation and (B) includes the notice of appraisal rights required to in clause (iiibe delivered pursuant to Section 262(d)(2) of Section 3.4the DGCL. The Company shall affirmatively set a record date for the Company Stockholders to receive such notice of appraisal rights in accordance with Section 262(d)(2) of the DGCL and shall disseminate the Schedule 14D-9, including such notice of appraisal rights, to the Company’s stockholders as of such record date. The Company agrees that it will cause the Schedule 14D-9 to be disseminated comply in all material respects with the Exchange Act and other applicable Laws. Each of Parent, Purchaser and the Company agrees to the holders respond promptly to any comments of the Shares as SEC or its staff and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), to be promptly filed with the SEC and to be promptly disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and any amendment thereto prior to the filing thereof with the SEC, and the . The Company shall give due consideration agrees to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser Parent and its counsel with copies of any written comments, and shall inform them of any oral comments, that comments 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser provide Parent and its counsel a reasonable opportunity to review participate in the formulation of any response to any such amendment comments of the SEC or supplement, its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. The Company shall give due consideration respond promptly to all reasonable additions, deletions any comments of the SEC or changes suggested thereto by the Purchaser and its counsel. (b) In connection staff with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish respect to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such informationSchedule 14D-9.

Company Actions. (a) Contemporaneous with Schedule 14D-9. No later than the filing of date that the Schedule TO and is initially filed with the Registration StatementSEC by Acquisition Sub, the Company shallshall file with the SEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall contain the recommendation referred notice of appraisal rights to in clause (iii) holders of shares of Common Stock and, subject to the provisions of Section 3.46.4, the Company Recommendation. The Company shall agrees to cause the Schedule 14D-9 to be disseminated to the holders of the Shares shares of Common Stock, as and to the extent required by all applicable federal securities laws. The Purchaser shall provide Laws, including the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Exchange Act. The Company, on the one hand, and the PurchaserParent and Acquisition Sub, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 14D-9, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Law, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Sharesshares of Common Stock, in each case as and to the extent required by all applicable federal securities lawsLaws, including the Exchange Act. The Purchaser Parent, Acquisition Sub and its 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 all the reasonable additions, deletions or changes suggested thereto by the Purchaser Parent, Acquisition Sub and its their counsel. In addition, the Company shall provide the Purchaser Parent, Acquisition Sub and its their counsel promptly with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser Parent, Acquisition Sub and its their counsel shall be given a reasonable opportunity to review any such proposed written responses, or oral responses and the Company shall give due consideration to all 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 Purchaser and its counselstaff of the SEC related thereto. No amendment or supplement to Notwithstanding the Schedule 14D-9 shall be made by foregoing, the obligations of the Company without providing in this Section 2.2(a) shall not apply from and after the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and time the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselBoard effects a Change of Recommendation in accordance with Section 6.4. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's board of directors described in Section 3.01(b)(ii). (b) Subject to Section 4.02(d), on the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendmentssuch Schedule 14D-9, supplements and exhibits theretoas amended or supplemented from time to time, the “"Schedule 14D-9”") that shall contain containing the recommendation recommendations referred to in clause (iiiSection 3.01(b)(ii) of Section 3.4. The Company and shall cause mail the Schedule 14D-9 to be disseminated to the holders of Company Common Stock. Each of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Merger Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to 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 (if applicable), amended or supplemented to be filed with the SEC and disseminated to holders of the SharesCompany's stockholders, in each case as and to the extent required by or deemed advisable under applicable federal Federal securities laws. The Purchaser Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed prior to its filing with the SEC, and SEC or dissemination to stockholders of the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselCompany. In addition, the The Company shall provide the Purchaser Parent and its counsel in writing with copies of any written commentscomments (and orally, 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 the Company’s receipt of such comments, comments and any written or oral responses thereto. The Purchaser shall consult with Parent and its counsel shall be given a reasonable opportunity prior to review any responding to such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselcomments. (bc) In connection with the OfferOffer and the Merger, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser Merger Sub promptly with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares 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 most recent practicable dateCompany's possession or control regarding the beneficial owners of Company Common Stock, and shall promptly furnish the Purchaser with to Merger Sub such information and assistance (including, but not limited to, including updated lists of record holders stockholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record Company's stockholders. Subject to the requirements of applicable law, and beneficial holders of the Shares. Except 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 other Transactionstransactions contemplated by this Agreement, the Purchaser 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 promptly shall, upon request, deliver to the Company all copies of such informationinformation then in their possession.

Company Actions. (a) Contemporaneous with the filing of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall shall, subject to the provisions of Section 5.4(d), contain the recommendation referred to in clause (iii) of Section 3.4Company Recommendation. The Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 and any amendments thereto to be filed with the SEC and disseminated to the holders of the Shares Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9Exchange Act. The Company, on the one hand, and the Parent and Purchaser, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The law and the Company further agrees to take all steps necessary to shall cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. The Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its their counsel. In addition, the Company shall provide the Parent, Purchaser and its their counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review any such written responses, responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its their counsel. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels addresses and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other TransactionsTransactions contemplated by this Agreement, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by the Transaction Agreements. (b) On or as promptly as practicable after the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, 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 all amendments, any supplements and exhibits or amendments thereto, the “"Schedule 14D-9”") that shall contain containing the recommendation referred to described in clause (iiiSection 4.01(d) of Section 3.4. The Company and shall cause mail the Schedule 14D-9 to be disseminated the stockholders of the Company. Parent and Sub shall promptly furnish to the holders of the Shares as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning Parent and Sub required by the Purchaser and its directors, officers and affiliates as shall be required Exchange Act to be included set forth in the Schedule 14D-9. The Each of the Company, on the one hand, Parent and the Purchaser, on the other hand, agrees to Sub shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to 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 (if applicable), amended or supplemented to be filed with the SEC and disseminated to holders the stockholders of the SharesCompany, in each case as and to the extent required by applicable federal Federal securities lawsLaws. The Purchaser Company shall promptly notify Parent upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall provide Parent with copies of all correspondence between the Company and its counsel representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or mailing thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall be given provide Parent a reasonable opportunity to review the and comment on such Schedule 14D-9 before it is filed with or response (including the SECproposed final version thereof), and the Company shall give due reasonable consideration to all reasonable additions, deletions or changes suggested thereto by any such comments. The Company hereby consents to the Purchaser and its counsel. In addition, inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company shall provide the Purchaser and its counsel with copies of any 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 contained in the Schedule 14D-9 promptly after the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel14D-9. (bc) In connection with the OfferOffer and the Merger, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser Parent and Sub promptly with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares 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 most recent practicable dateCompany's possession or control regarding the beneficial owners of Company Common Stock, and shall promptly furnish the Purchaser with to Sub such information and assistance (including, but not limited to, including updated lists of record holders stockholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record and beneficial holders of Company Common Stock. Subject to the Shares. Except 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 Offertransactions contemplated by the Transaction Agreements, the Merger Parent and the other Transactions, the Purchaser Sub shall hold in confidence the information contained in any such labels, listings and filesfiles in accordance with the requirements of the Confidentiality Agreement dated April 9, 2008 between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company shall, upon request, destroy all copies of such informationinformation then in their possession or control.

Company Actions. (a) Contemporaneous Schedule 14D-9. On the date the Offer Documents are first filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, 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 all amendments, any supplements and exhibits or amendments thereto, the “Schedule 14D-9”) that ), which shall contain describe and make the recommendation referred Recommendation with respect to in clause (iii) of Section 3.4. The Company the Offer and describe the other Board Actions, and promptly thereafter shall cause mail the Schedule 14D-9 to be disseminated to the holders of the Shares as Company Common Stock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion. Parent and Sub shall promptly furnish to the extent Company in writing all information concerning Parent and Sub that may be required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included laws for inclusion in the Schedule 14D-9. The CompanyEach of Parent, on the one hand, Sub and the Purchaser, on the other hand, agrees to Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable lawfederal securities Laws. The Company further agrees to shall take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable)corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to the holders of the SharesCompany Common Stock, in each case as and to the extent required by applicable federal securities lawsLaws. The Purchaser 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 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 be given provide Parent and Sub a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to all reasonable additions, deletions propose comments on such document or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counselresponse. (b) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of the Shares. 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 other Transactions, the Purchaser 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 promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous with Promptly following the filing of the Schedule TO and the Registration StatementTO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer Offers (together with all amendments, supplements and exhibits thereto, the “"Schedule 14D-9”") that shall shall, subject to the provisions of Section 5.3(b), contain the recommendation referred to in clause (iii) of Section 3.43.5. The Company shall further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and disseminated to the holders of the Shares Shares, in each case as and to the extent required by applicable federal securities laws. The Purchaser shall provide the Company with all information concerning the Purchaser and its directors, officers and affiliates as shall be required to be included in the Schedule 14D-9. The Company, on the one hand, and the Parent and Purchaser, on the other hand, agrees agree to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its their counsel. In addition, the Company shall agrees to provide the Parent, Purchaser and its their counsel in writing with copies of any written comments, and shall inform them of any oral commentswhether written or oral, 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 the Company’s 's receipt of such comments, and any written or oral responses thereto. The Parent, Purchaser and its their counsel shall be given a reasonable opportunity to review any such written responses, responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent, Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its their counsel. (b) In connection with the Class A Offer, the Company shall promptly furnish or cause its transfer agent to furnish be furnished to the Purchaser mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files file containing the names and addresses of the record holders of the Class A Shares as of the most a recent practicable date, and shall promptly furnish the Purchaser with such information and assistance (including, but not limited to, lists of record holders and beneficial owners of the Class A Shares, updated promptly from time to time upon the Purchaser’s 's request, and their addresses, mailing labels and lists of security positions) as the Purchaser or its agent may reasonably request for the purpose of communicating the Class A Offer to the record and beneficial holders of the Class A Shares. Except 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 OfferOffers, the Merger and the other Transactionstransactions contemplated by this Agreement, the Parent and Purchaser shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer Offers and the Merger and, if this Agreement shall be terminated, shall promptly deliver to the Company all copies of such information.

Company Actions. (a) Contemporaneous The Company hereby represents that the Board of Directors of the Company, at a meeting duly called and held, duly adopted resolutions approving this Agreement, the Offer, the Standstill Agreement and the Voting Agreement. (b) On the date the Offer Documents are filed with the filing of the Schedule TO and the Registration StatementSEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, shall file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendmentssuch Schedule 14D-9, supplements and exhibits theretoas amended from time to time, the “"Schedule 14D-9”") that shall contain containing a neutral position with no recommendation of the recommendation referred Company with respect to in clause (iii) of Section 3.4. The the Offer and the Company shall cause to be disseminated the Schedule 14D-9 to be disseminated to the holders of the Shares Common Stock as and to the extent required by applicable federal Federal securities laws. The Purchaser shall provide Each of the Company with all information concerning the and Purchaser and its directors, officers and affiliates as shall be required agrees promptly to be included in the Schedule 14D-9. The Company, on the one hand, and the Purchaser, on the other hand, agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable law. The respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9, 14D-9 as so corrected (if applicable), amended or supplemented to be filed with the SEC and disseminated to holders of the SharesCommon Stock, in each case as and to the extent required by applicable federal Federal securities laws. The Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed prior to its filing with the SEC, and SEC or dissemination to stockholders of the Company. The Company shall give due consideration agrees to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. In addition, the Company shall provide the Purchaser and its counsel with copies of any written comments, and shall inform them of any oral comments, that comments 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 the Company’s receipt of such comments, and any written or oral responses thereto. The Purchaser and its counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. No amendment or supplement to the Schedule 14D-9 shall be made by the Company without providing the Purchaser and its counsel a reasonable opportunity to review any such amendment or supplement, and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Purchaser and its counsel. (bc) In connection with the Offer, the Company shall promptly furnish or cause its transfer agent to furnish to the Purchaser promptly with mailing labels, security position listings of Shares held in stock depositories and any available listing or computer files labels containing the names and addresses of the record holders of the Shares 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 most recent practicable dateCompany's possession or control regarding the beneficial owners of Common Stock, and shall promptly furnish the to Purchaser with such information and assistance (including, but not limited to, including updated lists of record holders stockholders, security position listings and beneficial owners of the Shares, updated promptly from time to time upon the Purchaser’s request, and their addresses, mailing labels and lists of security positionscomputer files) as the Purchaser or its agent may reasonably request for the purpose of in communicating the Offer to the record Company's stockholders. Subject to the requirements of applicable law, and beneficial holders of the Shares. Except except for such steps as are necessary to disseminate the Offer Documents Documents, Purchaser and any other documents necessary to consummate the Offer, the Merger and the other Transactions, the Purchaser their agents shall hold in confidence the information contained in any such labels, listings and files, shall will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to the Company all copies of such informationinformation then in their possession or control.