Common use of Offer Documents Clause in Contracts

Offer Documents. (a) As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDED, HOWEVER, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TO14D-1") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTS"). ) and which Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDEDLaws, HOWEVERprovided, however, that (i) no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in in, or information extracted from the Company's public SEC filings which is incorporated by reference or included in, the Offer Documents ("COMPANY SUPPLIED SEC INFORMATION"). No ) and (ii) no representation, warranty or covenant is made or will be made herein by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than the Company Supplied SEC Information.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE “Schedule TO"”) which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent “Offer Documents”) and which Purchaser representrepresents, warrant warrants and covenant that the Offer Documents covenants will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws; PROVIDEDprovided, HOWEVERhowever, that (i) no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in in, or information derived from the Company’s public SEC filings which is incorporated by reference or included in, the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No such supplied, derived, incorporated or included information, the “Company SEC Information”) and (ii) no representation, warranty or covenant is made or will be made herein or in Schedule TO by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than the Company Supplied SEC Information. The Company shall deliver copies of the proposed form of the Schedule 14D-9 to Purchaser within a reasonable time prior to the filing thereof with the SEC for review and comment by Purchaser and its counsel.

Offer Documents. The information supplied by Parent or Acquisition Sub expressly for inclusion or incorporation by reference in the Schedule 14D-9 (a) As promptly as practicable on and any amendment thereof or supplement thereto), will not, when filed with the date SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain any untrue statement of commencement a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Offercircumstances under which they were made, Parent not misleading. The Offer Documents, and Purchaser will file or cause all amendments thereto, and any other document required to be filed with the SEC a Tender Offer Statement on Schedule TO (together or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with all amendments and supplements theretothe transactions contemplated hereby, the "SCHEDULE TO") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply as to form in all material respects with the provisions of Rule 14d-3 of the Exchange Act and or any other applicable laws federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that Parent and Acquisition Sub make no representation or warranty with respect to statements made in the Exchange Act and the rules and regulations thereunder and Offer Documents or any other applicable laws; PROVIDED, HOWEVER, that no representation, warranty document filed or covenant hereby is made or will be made distributed by Parent or Purchaser with respect to Acquisition Sub based on information supplied furnished by or on behalf of the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Informationtherein.

Offer Documents. The information supplied by Parent or Acquisition Sub expressly for inclusion or incorporation by reference in the Schedule 14D-9 (a) As promptly as practicable on and any amendment thereof or supplement thereto), will not, when filed with the date SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain any untrue statement of commencement a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Offercircumstances under which they were made, Parent not misleading. The Offer Documents, and Purchaser will file or cause all amendments thereto, and any other document required to be filed with the SEC a Tender Offer Statement on Schedule TO (together or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with all amendments and supplements theretothe transactions contemplated hereby, the "SCHEDULE TO") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply as to form in all material respects with the provisions of Rule 14d-3 of the Exchange Act and or any other applicable laws federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that Parent and Acquisition Sub make no representation or warranty with respect to statements made in the Exchange Act and the rules and regulations thereunder and Offer Documents or any other applicable laws; PROVIDED, HOWEVER, that no representation, warranty document filed or covenant hereby is made or will be made distributed by Parent or Purchaser with respect to Acquisition Sub based on information supplied furnished by the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Informationtherein.

Offer Documents. (a) As promptly as practicable on On the date of the commencement of the Offer, Offer (the “Offer Commencement Date”) Parent and Purchaser will shall: (i) file or cause to be filed with the SEC SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE “Schedule TO"”) with respect to the Offer, which will contain an or incorporate by reference: (A) Purchaser’s offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”) and (B) forms of the related letter of transmittal and other ancillary summary advertisement and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares as and instruments to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder. Parent and Purchaser shall cause the Schedule TO, and all exhibits, amendments and supplements thereto (including the Offer to Purchase and forms of the letter of transmittal and summary advertisement) (such Schedule TO and the documents included therein pursuant to which the Offer will be made (made, together with any amendments and supplements thereto, collectively, with any supplements or amendments theretothe “Offer Documents”), the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will to comply in all material respects with the applicable requirements of the Exchange Act and any other applicable laws and will contain (or will be amended in a timely manner so the Securities Act, as to contain) all information which is required to be included therein in accordance with the Exchange Act applicable, and the rules and regulations thereunder and other applicable lawsto 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; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied InformationDocuments.

Offer Documents. (a) As promptly soon as practicable on the date of the public announcement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC the joint press release announcing the Offer on Schedule TO ("Schedule TO"), and as soon as practical on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments theretothereto or any other documents filed by Parent or Purchaser with the SEC with respect to the Offer pursuant to Rule 13e-3 of the Exchange Act, the "OFFER DOCUMENTSOffer Documents"). ) and which Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws; PROVIDEDprovided, HOWEVERhowever, that no representation, warranty or covenant is hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly or any of its officers, directors, employees, representatives or agents for inclusion in in, or information derived from the Company's public SEC filings that is incorporated by reference or included in, the Offer Documents (such supplied, derived, incorporated or included information, the "COMPANY SUPPLIED INFORMATIONCompany SEC Information"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). ) and which Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws; PROVIDEDprovided, HOWEVERhowever, that (i) no representation, warranty or covenant is hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in in, or information derived from the Company's public SEC filings which is incorporated by reference or included in, the Offer Documents (such supplied, derived, incorporated or included information, the "COMPANY SUPPLIED INFORMATIONCompany SEC Information"). No ) and (ii) no representation, warranty or covenant is made or will be made herein by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than the Company Supplied SEC Information.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). ) and which Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable laws; PROVIDEDLaws, HOWEVERprovided, however, that (i) no representation, warranty or covenant hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in in, or information extracted from the Company's public SEC filings which is incorporated by reference or included in, the Offer Documents ("COMPANY SUPPLIED INFORMATIONCompany SEC Information"). No ) and (ii) no representation, warranty or covenant is made or will be made herein by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than the Company Supplied SEC Information.

Offer Documents. (a) As promptly soon as practicable on an the date of commencement of the Offer, Parent and the Purchaser will file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). ) and which Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws; PROVIDED, HOWEVER, that (i) no representation, warranty agreement or covenant representation hereby is made or will be made by Parent or the Purchaser with respect to information supplied by the Company in writing expressly for inclusion in in, or information derived from the Company's public SEC filings (as amended by any subsequent SEC filings) which is incorporated by reference or included in, the Offer Documents and ("COMPANY SUPPLIED INFORMATION"). No ii) no representation, warranty or covenant is made or will be made herein by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than information supplied by the Company Supplied Informationin writing expressly for inclusion in, or information derived from the certain SEC documents filed by the Company (as amended by any SEC documents subsequently filed by the Company) which is incorporated by reference or included in, the Offer Documents.

Offer Documents. (a) As promptly soon as practicable on an the date of commencement of the Offer, Parent and the Purchaser will file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TOSchedule 14D-1") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). ) and which Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws; PROVIDEDprovided, HOWEVERhowever, that (i) no representation, warranty agreement or covenant representation hereby is made or will be made by 6 Parent or the Purchaser with respect to information supplied by the Company in writing expressly for inclusion in in, or information derived from the Company's public SEC filings (as amended by any subsequent SEC filings) which is incorporated by reference or included in, the Offer Documents and ("COMPANY SUPPLIED INFORMATION"). No ii) no representation, warranty or covenant is made or will be made herein by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than information supplied by the Company Supplied Informationin writing expressly for inclusion in, or information derived from the certain SEC documents filed by the Company (as amended by any SEC documents subsequently filed by the Company) which is incorporated by reference or included in, the Offer Documents.

Offer Documents. The information supplied by Parent or Acquisition Sub expressly for inclusion or incorporation by reference in the Schedule 14D-9 (aand any amendment thereof or supplement thereto) As promptly as practicable on will not, when filed with the date SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain any untrue statement of commencement a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the Offercircumstances under which they were made, Parent not misleading. The Offer Documents, and Purchaser will file or cause all amendments thereto, and any other document required to be filed with the SEC a Tender Offer Statement on Schedule TO (together or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with all amendments and supplements theretothe transactions contemplated hereby, the "SCHEDULE TO") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply as to form in all material respects with the provisions of Rule 14d-3 of the Exchange Act and or any other applicable laws federal securities laws, as the case may be, and will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, contain (any untrue statement of a material fact or will be amended in a timely manner so as omit to contain) all information which is state any material fact required to be included stated therein or necessary in accordance order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that Parent and Acquisition Sub make no representation or warranty with respect to statements made in the Exchange Act and the rules and regulations thereunder and Offer Documents or any other applicable laws; PROVIDED, HOWEVER, that no representation, warranty document filed or covenant hereby is made or will be made distributed by Parent or Purchaser with respect to Acquisition Sub based on information supplied furnished by the Company in writing expressly for inclusion in the Offer Documents ("COMPANY SUPPLIED INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Informationtherein.

Offer Documents. (a) As promptly soon as practicable on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE TO14D-1") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments thereto, the "OFFER DOCUMENTS"). ) and which Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws; PROVIDED, HOWEVER, that (i) no representation, warranty or covenant is hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly for inclusion in in, or information derived from the Company's public SEC filings which is incorporated by reference or included in, the Offer Documents (such supplied, derived, incorporated or included information, the "COMPANY SUPPLIED SEC INFORMATION"). No ) and (ii) no representation, warranty or covenant is made or will be made herein by the Company with respect to information contained in, or incorporated by reference into, in the Offer Documents other than the Company Supplied SEC Information.

Offer Documents. (a) As promptly soon as practicable on the date of the public announcement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC the joint press release announcing the Offer on Schedule TO ("SCHEDULE TO"), and as soon as practical on the date of commencement of the Offer, Parent and Purchaser will file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, the "SCHEDULE TO") which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, collectively with any supplements or amendments theretothereto or any other documents filed by Parent or Purchaser with the SEC with respect to the Offer pursuant to Rule 13e-3 of the Exchange Act, the "OFFER DOCUMENTS"). ) and which Parent and Purchaser represent, warrant and covenant that the Offer Documents will comply in all material respects with the Exchange Act and any other applicable laws Laws and will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and other applicable lawsLaws; PROVIDED, HOWEVER, that no representation, warranty or covenant is hereby is made or will be made by Parent or Purchaser with respect to information supplied by the Company in writing expressly or any of its officers, directors, employees, representatives or agents for inclusion in in, or information derived from the Company's public SEC filings that is incorporated by reference or included in, the Offer Documents (such supplied, derived, incorporated or included information, the "COMPANY SUPPLIED SEC INFORMATION"). No representation, warranty or covenant is made or will be made herein by Company with respect to information contained in, or incorporated by reference into, the Offer Documents other than Company Supplied Information.