Common use of Offer Documents Clause in Contracts

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or cause to be mailed the Offer Documents to the record holders of the Company Common Stock. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Purchaser further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. (a) As soon as practicable on the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (together with any supplements or amendments thereto, the "Schedule 14D-1") with respect to the Offer which shall comply as to form in all material respects with the provisions of applicable federal securities laws, shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with the Schedule 14D-1, and with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended mailed to the holders of Shares. Company will promptly supply to Parent and Merger Sub in a timely manner to contain) writing, for inclusion in the Offer Documents, all information which is concerning Company required under the Exchange Act to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or cause to be mailed the Offer Documents to the record holders Documents. (b) Each of the Company Common Stock. Parent, Purchaser Merger Sub and the Company each agrees shall promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it such information shall be or have become false or misleading in any material respect, and Purchaser further agrees to Parent and Merger Sub shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case Shares as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser Merger Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. As soon as practicable on the date of commencement Commencement of the Offer, Parent and Purchaser Merger Sub shall (x) jointly file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14D-1 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 14D-113e-3") with respect to the Offer which and the Merger (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 shall contain or incorporate by reference the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, and however, that no agreement or representation is hereby made or shall comply in all material respects be made by Merger Sub with respect to information supplied by the requirements of Company expressly for inclusion in, or with respect to Company information derived from the Exchange Act and any other applicable law and (y) mail Company's public SEC filings that is included or cause to be mailed incorporated by reference in, the Offer Documents to the record holders of the Company Common StockDocuments. Parent, Purchaser Merger Sub and the Company each agrees agree to promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, respect and Purchaser Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting All Offer Documents must be reasonably acceptable to the Company and must provide that the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, Parent and Purchaser provided that the Conditions to the Offer shall comply in all material respects with have been satisfied or waived by Merger Sub (the provisions time of such purchase being referred to herein as the "Consummation of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SECOffer").

Offer Documents. As Parent and Purchaser shall file with the SEC as soon as practicable on the date the Offer is commenced, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule TO”) which shall include, as exhibits, the Offer to Purchase and a form of commencement letter of transmittal and summary advertisement (the OfferSchedule TO and such documents, collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser shall (x) jointly file or further agree to take all steps necessary to cause the Offer Documents to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with disseminated to holders of Company Common Shares. Each of Parent and Purchaser, on the Exchange Act one hand, and the rules and regulations thereunder and any Company, on the other applicable lawhand, and shall comply in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or cause to be mailed the Offer Documents to the record holders of the Company Common Stock. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it or on its behalf for use in the Offer Documents if and to the extent that it shall have become false or and misleading in any material respect, and Parent and Purchaser further agrees agree to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common StockCompany’s shareholders, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawfederal securities laws. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof before they are filed with the SEC. In addition, Parent and Purchaser agree to provide the Company and its counsel in writing with any comments Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

Offer Documents. (a) As soon as practicable on the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with any supplements or amendments thereto, the "Schedule 14D-1TO") with respect to the Offer which shall contain (as an exhibit) or shall incorporate by reference the offer to purchase (the "Offer to Purchase") and related letter of transmittal (the "Letter of Transmittal") and a summary advertisement, as well as other ancillary Offer documents and instruments required by Applicable Law (as defined in Section 4.1(o)) (the Schedule TO, the Offer to Purchase, the Letter of Transmittal, the summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively instruments, together with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended mailed promptly to the holders of Common Stock as required by applicable federal securities laws. Company will promptly supply to Parent and Merger Sub in a timely manner to contain) writing, for inclusion in the Offer Documents, all information which is concerning Company required under the Exchange Act to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or cause to be mailed the Offer Documents to the record holders Documents. (b) Each of the Company Common Stock. Parent, Purchaser Merger Sub and the Company each agrees shall promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it such information shall be or have become false or misleading in any material respect, and Purchaser further agrees to Parent and Merger Sub shall take all lawful action necessary to cause the Offer Documents Schedule TO as so corrected to be filed promptly with the SEC SEC, and the other Offer Documents as so corrected to be disseminated to the holders of Company Common Stock, in each case Stock as and to the extent required by applicable federal securities law. In conducting the Offer, Parent and Purchaser Merger Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawApplicable Law. The Company and its counsel shall be promptly provided with copies of any comments received from the SEC or its staff with respect to the Offer Documents and shall be given the a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. As soon promptly as practicable on the date of commencement of the Offer, Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments, supplements and exhibits thereto, the "“Schedule 14D-1"TO”) with respect to the Offer which Offer. The Schedule TO shall contain the or incorporate by reference an offer to purchase and forms of the related letter of transmittal transmittal, summary advertisement, notices to brokers, dealers and clients, and all other ancillary Offer documents (collectively, together with all amendments, supplements and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments exhibits thereto, the "“Offer Documents") and ”). The Company shall contain (or shall be amended promptly furnish to Parent in a timely manner to contain) writing all information which is concerning the Company that may be required by applicable federal securities Laws for inclusion in the Offer Documents. Parent and Purchaser shall cause the Offer Documents (i) to be included therein in accordance with disseminated to the Exchange Act holders of the Shares as and to the rules extent required by applicable federal securities Laws and regulations thereunder and any other applicable law, and shall (ii) to comply as to form in all material respects with the requirements of Exchange Act, the Exchange Act applicable rules and any regulations of Nasdaq and all other applicable law Laws. Parent and (y) mail or cause to be mailed Purchaser, on the Offer Documents to the record holders of the Company Common Stock. Parentone hand, Purchaser and the Company each agrees Company, on the other hand, shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall be or shall have become false or misleading in any material respect, and Parent and Purchaser further agrees to take all lawful action necessary to shall cause the Offer Documents as so corrected to be filed promptly with the SEC and disseminated to the holders of Company Common Stockthe Shares, in each case case, as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawfederal securities Laws. The Company and its counsel shall be given the a reasonable opportunity to review and comment on upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares, and Parent and Purchaser shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Purchaser agree to provide the Company and its counsel with any amendments thereto comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments and to provide the publicationCompany with copies of all such written responses. The Company has been informed that all directors and executive officers of the Company intend to tender all of their respective Shares, dissemination or filing thereof with if any, in the SECOffer and the Offer Documents may so state. The Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents (subject to Section 5.2(e)).

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Purchaser Sub shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-114D- 1") with respect to the Offer which shall contain the offer to purchase and purchase, related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents"). The Offer Documents (i) and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, law and (ii) shall comply conform in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail law. Notwithstanding the foregoing, no agreement or cause representation hereby is made or shall be made by Parent or Sub with respect to be mailed information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to the record holders of the Company Common StockDocuments. Parent, Purchaser Sub and the Company each agrees agree promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, respect and Purchaser Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.The

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Purchaser Sub shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply conform in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail law; provided, however, that no agreement or cause representation hereby is made or shall be made by Parent or Sub with respect to be mailed information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to the record holders of the Company Common StockDocuments. Parent, Purchaser Sub and the Company each agrees agree promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, respect and Purchaser Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. As soon as reasonably practicable on the date of commencement of the Offer, Parent and the Purchaser shall (x) jointly file or cause to be filed with the SEC Securities and Exchange Commission (the "SEC") and disseminate to holders of National Common Units to the extent required by law a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer which and the other transactions contemplated by this Agreement (the "Transactions"). The Schedule 14D-1 shall contain the or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which any related summary advertisement (the Schedule 14D-1, the Offer will be made (collectively to Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with ). Purchaser Holdings, the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or cause to be mailed the Offer Documents to the record holders of the Company Common Stock. Parent, Purchaser and the Company each agrees promptly National MGP agree to correct promptly any information provided by it any of them for use in the Offer Documents if and to the extent that it which shall have become false or misleading in any material respect, and Purchaser Holdings and the Purchaser further agrees agree to take all lawful action steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be filed promptly with the SEC and disseminated to the holders of Company National Common StockUnits, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawfederal securities laws. The Company National MGP and its counsel shall be given the an opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC. Purchaser Holdings and the Purchaser shall provide the National MGP and its counsel with a copy of any written comments or telephonic notification of any verbal comments Purchaser Holdings or the Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and shall provide the National MGP and its counsel with a copy of any written responses and telephonic notification of any verbal response of Purchaser Holdings, the Purchaser or their counsel. In the event that the Offer is terminated or withdrawn by the Purchaser, Purchaser Holdings and the Purchaser shall cause all tendered National Common Units represented by the certificate or certificates surrendered to the Paying Agent (as defined herein) to be returned to the registered holders of the National Common Units.

Offer Documents. As Parent and Purchaser shall file with the SEC as soon as practicable on the date of commencement of the OfferOffer is commenced, Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO") which shall contain include, as exhibits, the offer Offer to purchase Purchase and related a form of letter of transmittal and other ancillary Offer documents summary advertisement (the Schedule TO and instruments pursuant to which the Offer will be made (collectively such documents, collectively, together with any amendments and supplements or amendments thereto, the "Offer Documents") ). Parent and shall contain (or shall be amended in a timely manner Purchaser further agree to contain) take all information which is required steps necessary to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or cause to be mailed the Offer Documents to be filed with the record SEC and to be disseminated to holders of the Company Common StockShares. ParentEach of Parent and Purchaser, Purchaser on the one hand, and the Company each Company, on the other hand, agrees promptly to correct any information provided by it or on its behalf for use in the Offer Documents if and to the extent that it shall have become false or and misleading in any material respect, and Parent and Purchaser further agrees agree to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common StockCompany's shareholders, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawfederal securities laws. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof before they are filed with the SEC. In addition, Parent and Purchaser agree to provide the Company and its counsel in writing with any comments Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

Offer Documents. As soon promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (xi) jointly file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer which shall (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the offer Offer to purchase Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made disseminated to holders of Shares. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (collectively with any supplements or amendments thereto, which together constitute the "“Offer Documents"”) and shall contain (filed by either Parent or shall be amended Purchaser with the SEC to comply in a timely manner to contain) all information which is required to be included therein in accordance material respects with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply in all material respects with the requirements Legal Requirements. Each of the Exchange Act and any other applicable law and (y) mail or cause to be mailed the Offer Documents to the record holders of the Company Common Stock. Parent, Purchaser and the Company each agrees to promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, and Purchaser Parent further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Company shall promptly furnish or otherwise make available to Parent and Purchaser shall comply in or Parent’s legal counsel all material respects with information concerning the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall the Company’s stockholders that may be given the opportunity to review and comment on the Offer Documents and required in connection with any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.action

Offer Documents. As soon promptly as practicable on the date of commencement of the Offer, Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments, supplements and exhibits thereto, the "“Schedule 14D-1"TO”) with respect to the Offer which Offer. The Schedule TO shall contain the or incorporate by reference an offer to purchase and forms of the related letter of transmittal transmittal, summary advertisement, notices to brokers, dealers and clients, and all other ancillary Offer documents (collectively, together with all amendments, supplements and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments exhibits thereto, the "“Offer Documents") and ”). The Company shall contain (or shall be amended promptly furnish to Parent in a timely manner to contain) writing all information which is concerning the Company that may be required by applicable federal securities Laws for inclusion in the Offer Documents. Parent and Purchaser shall cause the Offer Documents (i) to be included therein in accordance with disseminated to the Exchange Act holders of the Shares as and to the rules extent required by applicable federal securities Laws and regulations thereunder and any other applicable law, and shall (ii) to comply as to form in all material respects with the requirements of the Exchange Act Act, the applicable rules and any regulations of the New York Stock Exchange and all other applicable law Laws. Unless previously withdrawn in accordance with Section 6.2(e), Parent and (y) mail or cause Purchaser shall be entitled to be mailed include the Recommendations in the Offer Documents to Documents. Parent and Purchaser, on the record holders of the Company Common Stock. Parentone hand, Purchaser and the Company each agrees Company, on the other hand, shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall be or shall have become false or misleading in any material respect, and Parent and Purchaser further agrees to take all lawful action necessary to shall cause the Offer Documents as so corrected to be filed promptly with the SEC and disseminated to the holders of Company Common Stockthe Shares, in each case case, as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawfederal securities Laws. The Company Special Committee and its counsel shall be given the a reasonable opportunity to review and comment on upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares, and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Special Committee and its counsel. In addition, Parent and Purchaser agree to provide the Special Committee and its counsel with any amendments thereto comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Special Committee and its counsel prior to responding to any such comments and to provide the publicationSpecial Committee with copies of all such written responses (or if oral responses, dissemination or filing thereof with the SECsummaries thereof).

Offer Documents. As soon as practicable on On the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 TO (the "Schedule 14D-1TO") with respect to the Offer which shall contain the offer to purchase and related letter of transmittal (such Schedule TO, letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively made, including any other documents required to be filed with the SEC as part of or incorporated by reference in the Schedule TO, together with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, and however, that no agreement or representation is hereby made or shall comply be made by Purchaser with respect to information supplied by Katy or with respect to Katy information derived from the Katy SEC Reports which is included or incorporated by reference in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or cause to be mailed the Offer Documents to the record holders of the Company Common StockDocuments. Parent, Purchaser and the Company Katy each agrees promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect, respect and Purchaser further agrees to take all lawful action necessary to promptly notify in writing each other party hereto of the nature and cause of such changes. To the extent information in the Offer Documents as so corrected needs to be filed promptly with modified or corrected pursuant to applicable law, the SEC and disseminated parties hereto agree to the holders of Company Common Stock, cooperate in each case as good faith to make such modifications or corrections and to the extent file and disseminate them as required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. As soon promptly as practicable on the date of commencement of the Offer, Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments, supplements and exhibits thereto, the "“Schedule 14D-1"TO”) with respect to the Offer which Offer. The Schedule TO shall contain the or incorporate by reference an offer to purchase and forms of the related letter of transmittal transmittal, summary advertisement, notices to brokers, dealers and clients, and all other ancillary Offer documents (collectively, together with all amendments, supplements and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments exhibits thereto, the "“Offer Documents") and ”). The Company shall contain (or shall be amended promptly furnish to Parent in a timely manner to contain) writing all information which is concerning the Company that may be required by applicable federal securities Laws for inclusion in the Offer Documents. Parent and Purchaser shall cause the Offer Documents (i) to be included therein in accordance with disseminated to the Exchange Act holders of the Shares as and to the rules extent required by applicable federal securities Laws and regulations thereunder and any other applicable law, and shall (ii) to comply as to form in all material respects with the requirements of the Exchange Act Act, the applicable rules and any regulations of the New York Stock Exchange and all other applicable law Laws. Unless previously withdrawn in accordance with Section 6.2(e), Parent and (y) mail or cause Purchaser shall be entitled to be mailed include the Recommendations in the Offer Documents to Documents. Parent and Purchaser, on the record holders of the Company Common Stock. Parentone hand, Purchaser and the Company each agrees Company, on the other hand, shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall be or shall have become false or misleading in any material respect, and Parent and Purchaser further agrees to take all lawful action necessary to shall cause the Offer Documents as so corrected to be filed promptly with the SEC and disseminated to the holders of Company Common Stockthe Shares, in each case case, as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable lawfederal securities Laws. The Company Special Committee and its counsel shall be given the a reasonable opportunity to review and comment on upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares, and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Special Committee and its counsel. In addition, Parent and Purchaser agree to provide the Special Committee and its counsel with any amendments thereto comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Special Committee and its counsel prior to responding to any such comments and to provide the publicationSpecial Committee with copies of all such written responses (or if oral responses, dissemination or filing thereof with the SEC.summaries thereof). US_ACTIVE:\44126911\17\77626.0003

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Purchaser Sub shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply conform in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail law; PROVIDED, HOWEVER, that no agreement or cause representation hereby is made or shall be made by Parent or Sub with respect to be mailed information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to the record holders of the Company Common StockDocuments. Parent, Purchaser Sub and the Company each agrees agree promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, respect and Purchaser Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Purchaser Sub shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which shall contain the offer to purchase and purchase, related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents"). The Offer Documents (i) and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, law and (ii) shall comply conform in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail law. Notwithstanding the foregoing, no agreement or cause representation hereby is made or shall be made by Parent or Sub with respect to be mailed information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to the record holders of the Company Common StockDocuments. Parent, Purchaser Sub and the Company each agrees agree promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, respect and Purchaser Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the reasonable opportunity to review and comment on the Offer Documents and any amendments or supplements thereto prior to the publication, dissemination or filing thereof with the SEC. To the extent practicable, the Company and its counsel shall also be given reasonable opportunity to review and comment on correspondence with the SEC concerning the Offer Documents prior to the delivery thereof to the SEC.

Offer Documents. As soon as practicable on Within the date of commencement of the Offerperiods provided by applicable --------------- law, Parent Acquiror and Purchaser Sub shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 TO (the "Schedule 14D-1TO") with respect to the Offer ----------- ----------- which shall contain the offer to purchase and related letter of transmittal (such Schedule TO, letter of transmittal and other ancillary Offer documents and ----------- instruments pursuant to which the Offer will be made (collectively made, together with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder and any other applicable lawthereunder; provided, and -------- however, that no agreement or representation is hereby made or shall comply in all material respects be made by ------- Acquiror or Sub with respect to information supplied by Target or with respect to Target information derived from the requirements of the Exchange Act and any other applicable law and (y) mail Target's SEC reports which is included or cause to be mailed incorporated by reference in, the Offer Documents to the record holders of the Company Common StockDocuments. ParentAcquiror, Purchaser Sub and the Company Target each agrees promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, respect and Purchaser further agrees to take all lawful action necessary to promptly notify in writing each other party hereto of the nature and cause of such changes. To the extent information in the Offer Documents as so corrected needs to be filed promptly with modified or corrected pursuant to applicable law, the SEC and disseminated parties hereto agree to the holders of Company Common Stock, cooperate in each case as good faith to make such modifications or corrections and to the extent file and disseminate them as required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Purchaser shall (xi) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and (ii) shall comply conform in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail law. Notwithstanding the foregoing, no agreement or cause representation hereby is made or shall be made by Parent or Sub with respect to be mailed information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to the record holders of the Company Common StockDocuments. Parent, Purchaser Sub and the Company each agrees agree promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, respect and Purchaser Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the reasonable opportunity to review and comment on the Offer Documents and any amendments or supplements thereto prior to the publication, dissemination or filing thereof with the SEC. To the extent practicable, the Company and its counsel shall also be given reasonable opportunity to review and comment on correspondence with the SEC concerning the Offer Documents prior to the delivery thereof to the SEC.

Offer Documents. As soon as practicable on the date of commencement of the Offer, (b) Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to ensure that the Offer which shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer Documents will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply in all material respects with the requirements provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Exchange Act circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and any other applicable law and (y) mail or Purchaser further agrees to take all steps necessary to cause to be mailed the Offer Documents to be filed with the record SEC and to be disseminated to holders of Shares, in each case as and to the Company Common Stockextent required by applicable federal securities laws. Each of Parent, Purchaser and the Company each agrees shall promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it such information shall be or have become false or misleading in any material respect, and Parent and Purchaser further agrees to shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case Shares as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

Offer Documents. As soon as practicable on On or before October 31, 2001 or otherwise in compliance with the date of commencement of the Offerperiods provided by applicable Law, Parent EarthLink and Purchaser Sub shall (x) jointly file or cause to be filed with the SEC Securities and Exchange Commission ("SEC") a Tender Offer Statement on Schedule 14D-1 TO (the "Schedule 14D-1TO") with respect to the Offer which shall contain the offer to purchase and related purchase, letter of transmittal and other ancillary applicable related documents (such Schedule TO, letter of transmittal and other Offer documents and instruments pursuant to which the Offer will be made (collectively made, together with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable lawthereunder; provided, and however, that no agreement or representation is hereby made or shall comply in all material respects be made by EarthLink or Sub with the requirements of the Exchange Act and any other applicable law and (y) mail respect to information supplied by Cidco or cause with respect to be mailed Cidco information derived from Cidco's SEC reports which is included or incorporated by reference in, the Offer Documents to the record holders of the Company Common StockDocuments. ParentEarthLink, Purchaser Sub and the Company Cidco each agrees promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, respect and Purchaser further agrees to take all lawful action necessary to promptly notify in writing each other party hereto of the nature and cause of such changes. To the extent information in the Offer Documents as so corrected needs to be filed promptly with modified or corrected pursuant to applicable law, the SEC and disseminated parties hereto agree to the holders of Company Common Stock, cooperate in each case as good faith to make such modifications or corrections and to the extent file and disseminate them as required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. As soon as practicable on (a) On the date of commencement of the Offer, Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively collectively, and with any supplements or amendments thereto, the "OFFER DOCUMENTS"). (b) Parent shall ensure that the Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall Documents will comply in all material respects with the requirements provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Exchange Act circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and any other applicable law and (y) mail or Purchaser further agrees to take all steps necessary to cause to be mailed the Offer Documents to be filed with the record SEC and to be disseminated to holders of Shares, in each case as and to the Company Common Stockextent required by applicable federal securities laws. Each of Parent, Purchaser and the Company each agrees shall promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it such information shall be or have become false or misleading in any material respect, and Parent and Purchaser further agrees to shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case Shares as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall comply in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or cause to be mailed the Offer Documents to the record holders of the Company Common Stock. Parent, Purchaser Merger Sub and the Company each agrees agree promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, respect and Purchaser Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser Merger Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. As soon as practicable on On the date of commencement of the Offer, Parent and Purchaser shall shall: (xa) jointly file or cause to be filed a Schedule TO (together with all exhibits, amendments and supplements thereto, the SEC a Tender Offer Statement on “Schedule 14D-1 (the "Schedule 14D-1"TO”) with respect to the Offer Offer, which shall contain the or shall incorporate by reference an offer to purchase and forms of the related letter of transmittal and form of summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively collectively, and together with any all exhibits, amendments and supplements or amendments thereto, the "“Offer Documents"”), and (b) and shall contain (or shall be amended in a timely manner to contain) all information which is required cause the Offer Documents to be included therein disseminated to holders of the Shares, in accordance with each case as and to the Exchange Act extent required by applicable federal securities law. Parent and Purchaser shall cause the rules and regulations thereunder and any other applicable law, and shall Offer Documents (i) to comply as to form in all material respects with the requirements of applicable U.S. federal securities laws and (ii) on the date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company in writing specifically for inclusion in the Offer Documents. The Company shall promptly supply Parent and Purchaser in writing, for inclusion in the Offer Documents, all information concerning the Company required under the Exchange Act and any other applicable law and (y) mail or cause to be mailed included in the Offer Documents to the record holders Documents. Each of the Company Common Stock. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it them for use in the Offer Documents if and to the extent it shall have obtained knowledge that it such information shall have become false or misleading in any material respect, and each of Parent and Purchaser further agrees to take make all lawful action necessary reasonable efforts to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable law. In conducting the Offer, Parent and Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable federal securities law. The Company and its counsel shall be given the a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SECSEC and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, ▇▇▇▇▇▇ agrees to provide the Company and its counsel any comments, whether written or oral, that Parent may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment upon such responses and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Purchaser shall use reasonable best efforts to respond to any such comments promptly after they are received.