Common use of Offer Documents Clause in Contracts

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal, summary advertisement and certain other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Law. Prior to a Change in Recommendation, (i) the Company shall be given reasonable opportunity to review and comment upon the Offer Documents 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 Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company 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 the Company on any such responses.

Offer Documents. On As promptly as reasonably practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (a) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal, transmittal and form of summary advertisement and certain other ancillary offer documents pursuant to which (the Offer will be made (such Schedule TO and documentsthe Offer to Purchase, together with any all amendments, supplements or amendments and exhibits thereto, the “Offer Documents”)) and (b) cause the Offer Documents to be disseminated to the Company’s stockholders, in each case as and to the extent required by the Exchange Act. The Company shall promptly furnish provide Parent and Merger Sub in writing, for inclusion in the Offer Documents, all information concerning the Company that is required by under the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation included in the Offer Documents. Each of Parent, Merger Sub and the Company shall agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become becomes false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of SharesCompany’s stockholders, in each case as and to the extent required by Applicable Lawthe Exchange Act. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents SEC, and Parent shall give reasonable consideration to the stockholders of all additions, deletions, changes and other comments suggested by the Company and its counsel. In addition, Parent and Merger Sub shall give reasonable and good faith consideration provide to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing its counsel any comments comments, whether written or oral, that Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (comments, and any written or oral responses thereto. The Company and its counsel shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company be given a reasonable opportunity to review and comment upon the such responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) Parent shall give reasonable and good faith consideration to any all additions, deletions, changes or other comments made suggested by the Company on any such responsesand its counsel.

Offer Documents. On the date of the commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which shall contain an offer to purchase and a related letter of transmittal, transmittal and summary advertisement and certain other appropriate ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any all amendments, supplements or amendments and exhibits thereto, collectively, the “Offer Documents”), and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by Applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act Applicable Law to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Documents. Parent and Merger Sub shall be entitled to include the Board Recommendation in cause the Offer DocumentsDocuments to comply in all material respects with the Exchange Act and all other Applicable Law. Each of Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall promptly take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders stockholders of Sharesthe Company, in each case as soon as reasonably practicable and as and to the extent required by Applicable Law. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from, or material discussions with, the SEC with respect to the Offer Documents, or any request from the SEC for amendments or supplements to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to a Change in Recommendationthe filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, (i) or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company shall be given and its counsel a reasonable opportunity to review and comment upon the on such Offer Documents 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 response, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by such comments. The Company hereby consents to the Company and (ii) Parent and Merger Sub shall (A) provide the Company inclusion in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company 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 the Company on any such responsesBoard Recommendation.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal, summary advertisement advertisement, notice of guaranteed delivery and certain other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish Parent and Merger Sub all information concerning the Company required as reasonably requested by the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation for inclusion in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares and Preferred Shares, in each case as and to the extent required by Applicable Law. Prior to a Change in Recommendation, Parent shall (iA) give the Company shall be given reasonable opportunity to review and comment upon the Offer Documents 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 Parent and Merger Sub shall Company, (B) give reasonable and good faith consideration to any comments made by the Company and Company, (iiC) Parent and Merger Sub shall (A) promptly provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (BD) provide the Company 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 (CE) give reasonable and good faith consideration to any comments made by the Company on any such responses. The Company hereby consents to the inclusion in the Offer Documents of a description of the Board Recommendation as it may be amended or modified, until but not after it is withdrawn, in each case as permitted by this Agreement, and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents disseminated to the holders of the Shares and Preferred Shares.

Offer Documents. On (a) As promptly as practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain include an offer to purchase and a related letter of transmittal, transmittal and summary advertisement (such Schedule TO and certain other ancillary offer the documents included therein pursuant to which the Offer will be made (such Schedule TO and documentsmade, together with any supplements or amendments thereto, the “Offer Documents”). ) and (ii) cause the Offer Documents to be disseminated to holders of outstanding shares of Common Stock as and to the extent required by applicable federal securities Laws. (b) The Company shall promptly furnish Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), as otherwise reasonably requested by Parent so as to enable Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer Documentscomply with their obligations under Section 1.2(a). Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of SharesCommon Stock, in each case as and to the extent required by Applicable Lawapplicable federal securities Laws. Prior to a the disclosure of an Adverse Recommendation Change in Recommendationaccordance with Section 5.4, (i) Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. Notwithstanding any confidentiality obligation owed to the Company (including under the Confidentiality Agreement), Parent and Merger Sub may include in the Offer Documents any material nonpublic information concerning the Company to the extent required to comply with the requirements of the Exchange Act, including Rule 10b-5 promulgated thereunder. (c) The Company and its outside legal counsel shall be given reasonable opportunity to review and comment upon the Offer Documents 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 Company, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) its counsel. Parent and Merger Sub shall (Ai) provide the Company and its outside legal counsel in writing any comments Parent or Parent, Merger Sub or their outside legal counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (Bii) provide the Company and its outside legal counsel 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 thereof, and (Ciii) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such responses.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a forms of the related letter of transmittal, summary advertisement advertisement, notice of guaranteed delivery and certain other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”)) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c6.2(d) or Section 6.02(d6.2(e), Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case case, as and to the extent required by Applicable Law. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents 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 Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) its counsel. Parent and Merger Sub shall (A) provide the Company in writing and its counsel any written comments Parent or that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof thereof, and (C) give reasonable and good faith consideration to any comments timely made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.

Offer Documents. On the date of commencement of As soon as practicable on the Offer (determined pursuant to Exchange Act Rule 14d-2)Commencement Date, Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, which supplements, and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal, summary advertisement and certain other ancillary offer documents pursuant to which the Offer will be made transmittal (such Schedule TO and documentsthe documents attached as exhibits thereto, together with any amendments and supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Documents. Parent and Merger Sub shall be entitled agree to include the Board Recommendation in take all steps necessary to cause the Offer DocumentsDocuments to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Each of ParentParent and Merger Sub, Merger Sub on the one hand, and the Company shall Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of respect or as otherwise required by applicable Law. Parent and Merger Sub shall further agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected (if applicable), to be filed with the SEC and disseminated to the holders stockholders of Sharesthe Company, in each case as and to the extent required by Applicable Lawthe Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to a Change in Recommendationthe filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, (i) or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company shall be given and its counsel a reasonable opportunity to review and comment upon the on such Offer Documents 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 response, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company 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 the Company on any such responsescomments.

Offer Documents. On As promptly as reasonably practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (a) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal, transmittal and form of summary advertisement and certain other ancillary offer documents pursuant to which (the Offer will be made (such Schedule TO and documentsthe Offer to Purchase, together with any all amendments, supplements or amendments and exhibits thereto, the “Offer Documents”)) and (b) cause the Offer Documents to be disseminated to the Company’s shareholders, in each case as and to the extent required by the Exchange Act. The Company shall promptly furnish provide Parent and Merger Sub in writing, for inclusion in the Offer Documents, all information concerning the Company that is required by under the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation included in the Offer Documents. Each of Parent, Merger Sub and the Company shall agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become becomes false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of SharesCompany’s shareholders, in each case as and to the extent required by Applicable Lawthe Exchange Act. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any all additions, deletions, changes and other comments made suggested by the Company and (ii) its counsel. In addition, Parent and Merger Sub shall (A) provide to the Company in writing and its counsel any comments comments, whether written or oral, that Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (comments, and any written or oral responses thereto. The Company and its counsel shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company be given a reasonable opportunity to review and comment upon the such responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) Parent shall give reasonable and good faith consideration to any all additions, deletions, changes or other comments made suggested by the Company on any such responsesand its counsel.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)April 5, 2011, Parent and Merger Sub shall file filed with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO (“Schedule TO”) with respect to the Offer, which shall contain contained an offer to purchase and a related letter of transmittal, summary advertisement transmittal and certain other ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made (such Schedule TO and documentswas made, together with any supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of SharesStockholders, in each case as and to the extent required by Applicable Lawapplicable Laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand, and shall use its reasonable best efforts to give the Company the opportunity to participate in any substantive telephonic communications with the staff of the SEC related thereto. Prior to a Change in Recommendation, (i) the Company shall be given reasonable opportunity filing of any amendment or supplement to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents thereof to the stockholders shareholders of the Company and Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company a reasonable opportunity to review and comment upon on such Offer Documents or response (including the responses proposed final version thereof), and Parent and Merger Sub shall give reasonable consideration 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 the Company on any such responsescomments.

Offer Documents. On As promptly as reasonably practicable on the date of commencement of the Offer Offer, and in any event no later than ten (determined pursuant to Exchange Act Rule 14d-2)10) Business Days after the date of this Agreement, Parent and Merger Sub shall (a) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal, transmittal and form of summary advertisement and certain other ancillary offer documents pursuant to which (the Schedule TO, the Offer will be made (to Purchase and such Schedule TO and other documents, together with any all exhibits, amendments and supplements or amendments thereto, the “Offer Documents”), and (b) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by applicable federal securities Law. The Company shall promptly furnish supply Parent and Merger Sub in writing, for inclusion in the Offer Documents, all information concerning the Company required by under the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation included in the Offer Documents. Each of Parent, Merger Sub and the Company shall agrees promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable federal securities Law. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company and (ii) Parent and Merger Sub shall (A) its counsel. In addition, P▇▇▇▇▇ agrees to provide the Company in writing and its counsel any comments comments, whether written or oral, that Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (comments, and any written or oral responses thereto. The Company and its counsel shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company be given a reasonable opportunity to review and comment upon the such responses and shall use best efforts to any such comments respond promptly to Parent, and a copy of any proposed written responses thereto prior to the filing thereof and (C) Parent shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company on any such responsesand its counsel.

Offer Documents. On As soon as practicable on the date of commencement (within the meaning of Rule 14d-2 of the Offer (determined pursuant to Exchange Act Rule 14d-2)Act) of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act Rule 14d-3Act, a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto, the “Schedule TO”), which shall contain include, as exhibits, or incorporate by reference, an offer to purchase and a related letter of transmittal, a summary advertisement and certain other ancillary offer Offer documents pursuant to which the Offer will be made (such Schedule TO and documentsthe documents attached as exhibits thereto, together with any amendments or supplements or amendments thereto, the “Offer Documents”), and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by U.S. securities Laws and the rules and regulations of the SEC promulgated thereunder. The Company shall promptly furnish to Parent and Merger Sub and their counsel all information concerning the Company or any of its affiliates or holders of Shares that is required by the Exchange Act or reasonably requested by Parent or Sub to be set forth in the Offer Documents. Prior to the filing of the Offer Documents and(or any amendment or supplement thereto) or the dissemination thereof to the holders of Shares, or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, unless previously withdrawn or modified a Change of Company Recommendation has occurred in accordance with Section 6.02(c5.03(e) or Section 6.02(d5.03(f), Parent and Merger Sub shall be entitled provide the Company and its counsel a reasonable opportunity to include review and to propose comments on such Offer Documents or response and Parent and Sub shall give reasonable and good faith consideration to any comments provided by the Board Recommendation in the Offer DocumentsCompany and its counsel. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented supplemented, to be filed with the SEC and disseminated to the holders of Shares, in each case case, as and to the extent required by Applicable LawU.S. securities Laws and the rules and regulations of the SEC promulgated thereunder. Prior to Unless a Change of Company Recommendation has occurred in Recommendationaccordance with Section 5.03(e) or Section 5.03(f), (i) Parent and Sub shall be entitled to include the Company shall be given reasonable opportunity to review and comment upon Recommendation in the Offer Documents Documents. Parent and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of Sub shall promptly notify the Company and its counsel 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 Offer Documents, and shall provide the Company and its counsel with copies of all correspondence between Parent, Sub and their respective representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand (and shall orally describe any oral comments). Parent and Merger Sub shall give use their respective reasonable and good faith consideration best efforts to respond as promptly as reasonably practicable to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from of the SEC (or its the staff of the SEC) with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company 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 the Company on any such responsesDocuments.

Offer Documents. On (a) As promptly as reasonably practicable on --------------- the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub Purchaser shall file or cause to be filed with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer, which . The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a forms of the related letter of transmittal, transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and certain such other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any supplements or all supplements, instruments and amendments thereto, being referred to herein collectively as the “"Offer Documents”"). The Company shall will promptly furnish supply to Parent and Merger Sub Purchaser in writing, for inclusion in the Offer Documents, all information concerning the Company required by under the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation included in the Offer Documents. (b) Each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Merger Sub Purchaser and the Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall be or have become false or misleading in any material respect, and each of Parent and Merger Sub Purchaser shall take all steps lawful action necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed promptly with the SEC and to be disseminated to the holders of Shares, in each case Shares as and to the extent required by Applicable Lawapplicable federal securities laws. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents SEC. Parent and Purchaser agree to the stockholders of provide the Company and Parent and Merger Sub shall give reasonable and good faith consideration to its counsel any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent Parent, Purchaser or Merger Sub their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company 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 the Company on any such responsescomments.

Offer Documents. On As promptly as reasonably practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (a) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall contain an or shall incorporate by reference Merger Sub’s offer to purchase the Shares pursuant to the Offer (the “Offer to Purchase”) and a forms of the related letter of transmittal, transmittal and form of summary advertisement and certain other ancillary offer documents pursuant to which (the Schedule TO, the Offer will be made (to Purchase and such Schedule TO and other documents, together with any all exhibits, amendments and supplements or amendments thereto, the “Offer Documents”)) and (b) cause the Offer Documents to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities Law. The Company shall promptly furnish supply Parent and Merger Sub in writing, for inclusion in the Offer Documents, all information concerning the Company required by under the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation included in the Offer Documents. Each of Parent, Merger Sub and the Company shall agrees to (x) promptly correct (i) any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and (ii) any material omissions therefrom, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawapplicable federal securities Law and (y) use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, which response may entail amendments to the Offer Documents. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents 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 Documents. Parent and Merger Sub shall give reasonable and good faith consideration not file or mail the Offer Documents prior to any comments made by receiving the written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. In addition, ▇▇▇▇▇▇ agrees to provide the Company and (ii) its counsel any comments, whether written or oral, that Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (comments, and any written or oral responses thereto. Parent and Merger Sub shall give not respond to the SEC prior to the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company having a reasonable opportunity to review and comment upon such responses and shall provide the responses Company and its counsel a reasonable opportunity to participate in any such comments and a copy of any proposed written responses thereto prior discussions or meetings with the SEC related to the filing thereof and (C) give reasonable and good faith consideration to any comments made by Offer Documents or the Company on any such responsesOffer.

Offer Documents. On the date of the commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which shall contain an offer to purchase and a related letter of transmittal, transmittal and summary advertisement and certain other appropriate ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any all amendments, supplements or amendments and exhibits thereto, collectively, the “Offer Documents”), and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by Applicable Law. The Company shall promptly upon request furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act Applicable Law to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Documents. Parent and Merger Sub shall be entitled to include the Board Recommendation in cause the Offer DocumentsDocuments to comply in all material respects with the Exchange Act and all other Applicable Law. Each of Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders stockholders of Sharesthe Company, in each case as soon as reasonably practicable and as and to the extent required by Applicable Law. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from, or material discussions with, the SEC with respect to the Offer Documents, or any request from the SEC for amendments or supplements to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to a Change in Recommendationthe filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, (i) or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company shall be given and its counsel a reasonable opportunity to review and comment upon the on such Offer Documents 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 response, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by such comments. The Company hereby consents to the Company and (ii) Parent and Merger Sub shall (A) provide the Company inclusion in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company 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 the Company on any such responsesBoard Recommendation.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act Rule 14d-3Act, a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall contain include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and certain other ancillary offer Offer documents pursuant to which the Offer will be made (such Schedule TO and documentsthe documents attached as exhibits thereto, together with any supplements or amendments thereto, the “Offer Documents”)) and promptly thereafter shall mail the Offer Documents to the holders of the Company Common Stock as required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that may be required by the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn applicable securities laws or modified in accordance with Section 6.02(c) reasonably requested by Parent or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation for inclusion in the Offer Documents. Except as expressly contemplated by Section 6.02(d), the Company hereby consents to the inclusion in the Offer Documents of the Recommendation. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of . Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable Lawapplicable federal securities Laws. Parent and Sub shall promptly (and in any event within 24 hours) notify the Company 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 Offer Documents, and shall promptly (and in any event within 24 hours) provide the Company with copies of all correspondence between Parent, Sub and their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Parent and Sub shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Offer Documents. Prior to a Change in Recommendationthe filing of the Offer Documents (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, (i) or responding to any comments of the SEC or the staff of the SEC with respect thereto, Parent and Sub shall provide the Company shall be given and its counsel a reasonable opportunity to review and comment upon the on such Offer Documents 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 response, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company 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 the Company on any such responsescomments.

Offer Documents. On the date of commencement of As soon as practicable on or after the Offer (determined pursuant to Exchange Act Rule 14d-2)Commencement Date, Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, which supplements, and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal, summary advertisement and certain other ancillary offer documents pursuant to which the Offer will be made transmittal (such Schedule TO and documentsthe documents attached as exhibits thereto, together with any amendments and supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Documents. Parent and Merger Sub shall be entitled agree to include the Board Recommendation in take all steps necessary to cause the Offer DocumentsDocuments to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Each of ParentParent and Merger Sub, Merger Sub on the one hand, and the Company shall Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of respect or as otherwise required by applicable Law. Parent and Merger Sub shall further agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected (if applicable), to be filed with the SEC and disseminated to the holders stockholders of Sharesthe Company, in each case as and to the extent required by Applicable Lawthe Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to a Change in Recommendationthe filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, (i) or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company shall be given and its counsel a reasonable opportunity to review and comment upon the on such Offer Documents 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 response, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company 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 the Company on any such responsescomments.

Offer Documents. On As promptly as reasonably practicable on the date of commencement of the Offer (determined pursuant subject to Exchange Act Rule 14d-2Section 1.1), Parent and Merger Sub shall (a) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal, transmittal and form of summary advertisement and certain other ancillary offer documents pursuant to which (the Schedule TO, the Offer will be made (to Purchase and such Schedule TO and other documents, together with any all exhibits, amendments and supplements or amendments thereto, the “Offer Documents”)) and (b) cause the Offer Documents to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities Law. The Company shall promptly furnish supply Parent and Merger Sub in writing, for inclusion in the Offer Documents, all information concerning the Company required by under the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation included in the Offer Documents. Each of Parent, Merger Sub and the Company shall agrees promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable federal securities Law. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company SEC, and Parent and Merger Sub shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company and (ii) its counsel. In addition, Parent and Merger ▇▇▇▇▇▇ Sub shall (A) agree to provide the Company in writing and its counsel any comments comments, whether written or oral, that Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (comments, and any written or oral responses thereto. The Company and its counsel shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company be given a reasonable opportunity to review and comment upon the such responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) Parent shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company on any such responsesand its counsel.

Offer Documents. On As promptly as reasonably practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (a) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal, transmittal and form of summary advertisement and certain other ancillary offer documents pursuant to which (the Schedule TO, the Offer will be made (to Purchase and such Schedule TO and other documents, together with any all exhibits, amendments and supplements or amendments thereto, the “Offer Documents”)) and (b) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by applicable federal securities Law. The Company shall promptly furnish supply Parent and Merger Sub in writing, for inclusion in the Offer Documents, all information concerning the Company required by under the Exchange Act to be set forth included in the Offer Documents and, unless previously withdrawn or modified reasonably requested in accordance connection with any action contemplated by this Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer Documents1.2. Each of Parent, Merger Sub and the Company shall agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case case, as and to the extent required by Applicable applicable federal securities Law. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company and (ii) Parent and Merger Sub shall (A) its counsel. In addition, P▇▇▇▇▇ agrees to provide the Company in writing and its counsel with any comments comments, whether written or oral, that Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (comments, and any written or oral responses thereto. The Company and its counsel shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company be given a reasonable opportunity to review and comment upon the such responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof and (C) Parent shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company on any such responsesand its counsel.

Offer Documents. On As promptly as reasonably practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (a) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter transmittal and form of transmittal, summary advertisement and certain other ancillary offer documents pursuant to which (the Schedule TO, the Offer will be made (to Purchase and such Schedule TO and other documents, together with any all exhibits, amendments and supplements or amendments thereto, the “Offer Documents”), and (b) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by applicable federal securities Law. The Company shall promptly furnish supply Parent and Merger Sub in writing, for inclusion in the Offer Documents, all information concerning the Company required by under the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation included in the Offer Documents. Each of Parent, Merger Sub and the Company shall agrees promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable federal securities Law. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company and (ii) Parent and Merger Sub shall (A) its counsel. In addition, ▇▇▇▇▇▇ agrees to provide the Company in writing and its counsel any comments comments, whether written or oral, that Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (comments, and any written or oral responses thereto. The Company and its counsel shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company be given a reasonable opportunity to review and comment upon the such responses and shall use best efforts to any such comments respond promptly to Parent, and a copy of any proposed written responses thereto prior to the filing thereof and (C) Parent shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company on any such responsesand its counsel.

Offer Documents. On As soon as practicable on the date of commencement of the Offer (determined pursuant to Rule 14d-2 under the Exchange Act Rule 14d-2Act), Parent and Merger Sub shall (i) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act Rule 14d-3Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal, summary advertisement advertisement, notice of guaranteed delivery and certain other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any supplements or amendments thereto, the “Offer Documents”)) and (ii) cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act applicable Law to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d)6.4, Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable Law. Prior to a Change in Recommendation, Parent shall (i) give the Company shall be given a reasonable opportunity to review and comment upon the Offer Documents 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 Parent and Merger Sub shall Company, (ii) give reasonable and good faith consideration to any comments made by the Company and incorporate such comments to the extent they are reasonable, (ii) Parent and Merger Sub shall (Aiii) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (Biv) provide the Company 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 (Cv) give reasonable and good faith consideration to any comments made by the Company on any such responsesresponses and incorporate such comments to the extent they are reasonable.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (a) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal, transmittal and form of summary advertisement and certain other ancillary offer documents pursuant to which (the Schedule TO, the Offer will be made (to Purchase and such Schedule TO and other documents, together with any all amendments, supplements or amendments and exhibits thereto, the “Offer Documents”)) and (b) cause the Offer Documents to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable Law. The Company shall as promptly furnish as reasonably practicable supply Parent and Merger Sub in writing, for inclusion in the Offer Documents, all information concerning the Company required by under the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation included in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly agrees as soon as reasonably practicable to correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of SharesCompany’s stockholders, in each case as and to the extent required by Applicable applicable Law. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto (including the proposed final version thereof) prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company and (ii) its counsel. In addition, Parent and Merger Sub shall (A) agree to provide the Company in writing and its counsel any comments comments, whether written or oral, that Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (comments, and any written or oral responses thereto. The Company and its counsel shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company be given a reasonable opportunity to review and comment upon such responses (including the responses to any such comments proposed final version thereof) and a copy of any proposed written responses thereto prior to the filing thereof and (C) Parent shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company on any such responsesand its counsel. Each of Parent and Merger Sub shall cause the Schedule TO to comply in all material respects with the provisions of applicable Law.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal, summary advertisement and certain other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable Law. Prior to a Change in Recommendation, (i) the Company shall be given reasonable opportunity to review and comment upon the Offer Documents 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 Company, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) Company. Prior to a Change in Recommendation, Parent and Merger Sub shall (Ai) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (Bii) provide the Company 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 thereof, and (Ciii) give reasonable and good faith consideration to any comments made by the Company on any such responses.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act Rule 14d-3Act, a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which shall contain include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and certain other ancillary offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and documentsthe documents attached as exhibits thereto, together with any amendments or supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that may be required by the Exchange Act and other applicable securities Laws and/or as reasonably requested by Parent and/or Merger Sub to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer Documents. Each of Parent, Merger Sub and the Company shall as promptly as reasonably practicable correct or supplement any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by any applicable Law, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented supplemented, to be filed with the SEC and disseminated to the holders of SharesCompany’s stockholders, in each case case, as and to the extent required by Applicable Lawapplicable U.S. federal securities laws and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Parent and Merger Sub shall promptly notify the Company 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 Offer Documents, and shall provide the Company with copies of all correspondence between Parent, Merger Sub and their respective directors, officers, employees, consultants, advisors, attorneys, accountants, investment bankers and other advisors and representatives (collectively, “Representatives”), on the one hand, and the SEC (or the staff of the SEC), on the other hand. Parent and Merger Sub shall use their respective 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 Offer Documents. Prior to a Change in Recommendation, (i) the Company shall be given reasonable opportunity to review and comment upon filing of the Offer Documents and (or any amendments and supplements thereto prior to filing such documents with amendment or supplement thereto) or the SEC or dissemination of such documents thereof to the stockholders of the Company and Company, or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company a reasonable opportunity to review and comment upon the responses to any propose comments on such comments document or response and a copy of any proposed written responses thereto prior to the filing thereof and (C) give reasonable and shall in good faith consideration to any consider all comments made reasonably proposed by the Company on any such responsesCompany.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule TO"), which shall contain include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and certain other ancillary offer Offer documents pursuant to which the Offer will be made (such Schedule TO and documentsthe documents attached as exhibits thereto, together with any supplements or amendments thereto, the “"Offer Documents”)") and promptly thereafter shall mail the Offer Documents to the holders of the Company Common Stock as required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that may be required by the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn applicable securities laws or modified in accordance with Section 6.02(c) reasonably requested by Parent or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation for inclusion in the Offer Documents. Except as expressly contemplated by Section 6.02(d), the Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of . Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable Lawapplicable federal securities Laws. Prior to a Change in Recommendation, (i) Parent and Sub shall promptly notify the Company shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination receipt of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Offer Documents, and shall provide the Company with copies of all correspondence between Parent, Sub and their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. Parent and Sub 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 Offer Documents promptly after the receipt of such comments (Documents, and Parent and Sub shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Offer Documents (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, Parent and Sub shall provide the Company and its counsel a reasonable opportunity to review and comment upon the responses to any propose comments on 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 the Company on any such responsesdocument or response.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain as an exhibit an offer to purchase and a related letter of transmittal, summary advertisement advertisement, notice of guaranteed delivery and certain other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish in writing to Parent and Merger Sub all information concerning the Company and the Company Subsidiaries that may be required by the Exchange Act to be set forth Applicable Laws or that is reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d)6.02, Parent and Merger Sub shall be entitled to include a description of the Board Recommendation in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps reasonably necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable Lawthe Exchange Act. Prior to a Change in Recommendation, Parent shall (i) give the Company shall be given reasonable opportunity to review and comment upon the Offer Documents 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 Parent and Merger Sub shall Company, (ii) give reasonable and good faith consideration to any comments made by the Company and Company, (ii) Parent and Merger Sub shall (Aiii) provide the Company in writing any comments Parent or Merger Sub or their respective Representatives may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (Biv) provide the Company 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 (Cv) give reasonable and good faith consideration to any comments made by the Company on any such responses.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain or incorporate an offer to purchase and a related letter of transmittal, summary advertisement transmittal and certain other ancillary offer customary documents (such Schedule TO and the documents included or incorporated therein pursuant to which the Offer will shall be made (such Schedule TO and documentsmade, together with any supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act or the SEC or its staff to be set forth in the Offer Documents andin, unless previously withdrawn or modified in accordance with Section 6.02(c) reasonably requested by Parent or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation in for inclusion in, the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by Applicable Lawapplicable Federal securities Laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements, to the Offer Documents, and shall provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC or its staff, on the other hand. Prior to a Change in Recommendation, (i) the Company shall be given reasonable opportunity to review and comment upon filing of the Offer Documents and (including any amendments and supplements thereto prior to filing such documents amendment or supplement thereto) with the SEC or dissemination of such documents thereof to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration Company, or responding in writing to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from of the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (Documents, Parent and Merger Sub shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company a reasonable opportunity to review and comment upon the responses on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration 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 the Company on any such responsescomments.

Offer Documents. On the date of commencement of the Offer Offer, (determined pursuant to Exchange Act Rule 14d-2), i) Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC and disseminate to holders of Company Common Stock a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain contain, among other things, an offer to purchase and a related letter of transmittaltransmittal and summary advertisement; and (ii) Parent, summary advertisement Merger Sub and certain other ancillary offer the Company shall file with the SEC a Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as a part of the Schedule TO (such Schedule TO and the documents included therein pursuant to which the Offer will be made (and such Schedule TO and documents13E-3, together with any supplements or amendments theretoto the foregoing, the “Offer Documents”"OFFER DOCUMENTS"). The Company Offer Documents shall promptly furnish Parent and Merger Sub comply in all information concerning material respects with the Company required by provisions of the Exchange Act to be set forth in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer DocumentsAct. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of the Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and the Offer Documents as so amended or supplemented to be disseminated to the holders of SharesCompany's stockholders, in each case as and to the extent required by Applicable Lawapplicable Federal securities laws. Prior to a Change in Recommendation, (i) the The Company and its counsel shall be given reasonable the opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to their initial filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and SEC. Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by provide the Company and (ii) Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments Parent, Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) provide the Company 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 the Company on any such responsescomments.

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal, summary advertisement advertisement, notice of guaranteed delivery and certain other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any supplements or amendments thereto, the “Offer Documents”). The Company shall promptly furnish Parent and Merger Sub all information concerning the Company required by the Exchange Act applicable Law to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d)6.02, Parent and Merger Sub shall be entitled to include the Board Recommendation in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by Applicable applicable Law. Prior to a Change in Recommendation, Parent shall (i) give the Company shall be given reasonable opportunity to review and comment upon the Offer Documents 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 Parent and Merger Sub shall Company, (ii) give reasonable and good faith consideration to any comments made by the Company and Company, (ii) Parent and Merger Sub shall (Aiii) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (Biv) provide the Company 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 (Cv) give reasonable and good faith consideration to any comments made by the Company on any such responses. Parent shall also take any other actions required to be taken under applicable Law in connection with the Offer and the Merger.

Offer Documents. On As soon as practicable on the date of commencement of the Offer (determined pursuant to within the meaning of Rule 14d-2 under the Exchange Act Rule 14d-2Act), Parent and Merger Sub shall (i) file or cause to be filed with the U.S. Securities and Exchange Commission (the “SEC, in accordance with Exchange Act Rule 14d-3, ”) a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments, which shall contain an supplements and exhibits thereto, the “Schedule TO”) and the related offer to purchase and a related purchase, letter of transmittal, transmittal and summary advertisement and certain other ancillary offer Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO collectively, and documents, together with including any supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to the Company’s stockholders as and to the extent required by the applicable U.S. federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). The Company shall agrees to furnish promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act Securities Laws to be set forth in the Offer Documents andDocuments. Subject to Section 6.2, unless previously withdrawn or modified in accordance with Section 6.02(c) or Section 6.02(d), Parent and Merger Sub shall be entitled the Company hereby consents to include the Board Recommendation inclusion in the Offer DocumentsDocuments of the Company Recommendation. Each of Parent, Merger Sub and the Company shall party agrees to correct or supplement promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or such amendment or supplement shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and each of Parent and Merger Sub shall further agree to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Schedule TO, as so amended or supplemented supplemented, to be filed with the SEC and the Offer Documents, as so amended or supplemented, to be disseminated to the holders of SharesCompany’s stockholders, in each case case, as and to the extent required by Applicable Lawthe Securities Laws. Prior to Unless the Company Board has effected a Change in of Recommendation, (i) the Company shall be given reasonable opportunity to review and comment upon the Offer Documents 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 Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and (ii) Parent and Merger Sub shall (A) provide the Company in writing any comments Parent or Merger Sub may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company prompt telephonic notice of any material discussions with the SEC staff), (B) will provide the Company a reasonable opportunity to review and comment upon on the responses to Offer Documents, and any such comments amendments or supplements thereto, before they are filed with the SEC and a copy of any proposed written responses thereto prior disseminated to the filing thereof Company’s stockholders, and (C) Parent shall give due consideration to all the reasonable and good faith consideration additions, deletions or changes suggested thereto by the Company. Parent shall respond as promptly as reasonably practicable to any comments made received from the SEC with respect to the Offer Documents. Unless the Company Board has effected a Change of Recommendation, Parent will provide copies of such comments to the Company promptly upon receipt and provide copies of proposed responses to the Company a reasonable time prior to filing with the SEC and dissemination to the Company’s stockholders to allow for review and prompt comment by the Company on any such responsesCompany, and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company.