Common use of Offer Documents Clause in Contracts

Offer Documents. 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 letter of transmittal and summary advertisement (the Schedule TO and such documents, collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Company Common Shares. Each of Parent and Purchaser, on the one hand, and the 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 and misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s shareholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Offer Documents 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. Parent and Purchaser shall file with the SEC as As soon as practicable on the date of commencement of the Offer is commencedOffer, Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") 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, contain the Offer offer to Purchase purchase and a form of related letter of transmittal and summary advertisement other ancillary Offer documents and instruments pursuant to which the Offer will be made (the Schedule TO and such documents, collectively, together collectively with any supplements or amendments and supplements thereto, the “"Offer Documents”). Parent ") and Purchaser further agree shall contain (or shall be amended in a timely manner to take contain) all steps necessary 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 be filed with the SEC and to be disseminated to record holders of the Company Common SharesStock. Each of Parent and PurchaserParent, on the one hand, Purchaser and the Company, on the other hand, 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 and or misleading in any material respect, and Parent and Purchaser further agree agrees to take all steps lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Company’s shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable federal securities lawslaw. 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 before they are filed and any amendments thereto prior to the publication, dissemination or filing thereof 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. Parent and Purchaser (i) shall file contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the SEC as soon as practicable on Exchange Act and the date rules and regulations thereunder and any other applicable law, and (ii) shall conform in all material respects with the Offer requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoing, no agreement or representation hereby is commenced, a Tender Offer Statement on Schedule TO made or shall be made by Parent or Sub with respect to information supplied by the Offer (together Company expressly for inclusion in, or with all amendments and supplements thereto and including respect to Company information derived from the exhibits thereto, the “Schedule TO”) which shall include, as exhibitsCompany's public SEC filings that is included or incorporated by reference in, the Offer to Purchase and a form of letter of transmittal and summary advertisement (the Schedule TO and such documentsDocuments. Parent, collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Company Common Shares. Each of Parent and Purchaser, on the one hand, Sub and the Company, on the other hand, agrees Company each agree promptly to correct any information provided by it or on its behalf them for use in the Offer Documents if and to the extent that it shall have become false and or misleading in any material respect, respect and Parent and Purchaser Sub further agree agrees to take all steps lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Company’s shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable federal securities lawslaw. In conducting the Offer, Parent and 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 before they are filed and any amendments or supplements thereto prior to the filing thereof with the SEC. In additionTo the extent practicable, Parent and Purchaser agree to provide the Company and its counsel in writing shall also be given reasonable opportunity to review and comment on correspondence with any comments Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to concerning the Offer Documents promptly after prior to the receipt of such commentsdelivery thereof to the SEC.

Offer Documents. Parent and Purchaser shall file with the SEC as soon As promptly as practicable on the date of commencement (within the Offer is commencedmeaning of Rule 14d 2 under the Exchange Act) of the Offer, Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement 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 includethat will contain as an exhibit or incorporate by reference the Offer to Purchase, as exhibits, the form of the related letter of transmittal and other customary ancillary documents in each case related to the Offer and (ii) cause the Offer to Purchase and a form related documents to be disseminated to the holders of letter Shares. Each of transmittal Parent and summary advertisement (Purchaser agrees to cause the Schedule TO and such documentsall exhibits (including the Offer to Purchase), amendments or supplements thereto (collectively, together with any amendments and supplements thereto, the “Offer Documents”)) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and other applicable Laws, and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by Parent or Purchaser with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser further agree or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in connection with any action contemplated by this Section 2.1(e) so as to take all steps necessary enable each of Parent and Purchaser to cause the Offer Documents to be filed comply with the SEC and to be disseminated to holders of Company Common Sharesits obligations hereunder. Each of Parent and PurchaserParent, on the one hand, Purchaser and the Company, on the other hand, Company agrees to 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 such information shall have become false and or misleading in any material respect, and Parent and Purchaser further agree agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s shareholdersholders of Shares, in each case as and to the extent required by applicable federal securities lawsLaws. The Company and its counsel shall be given the reasonable opportunity to review and comment on the Offer Documents before they are filed prior to the filing thereof with the SEC. In addition, Parent and Purchaser agree to provide the Company and its counsel in writing with prompt notice of any comments (whether written or oral) that 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 (which notice shall include a copy of any written comments) and Parent and Purchaser shall provide the receipt Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff, including the reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer.

Offer Documents. As promptly as practicable on the date of commencement of the Offer, 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 amendments, supplements and supplements thereto and including the exhibits thereto, the “Schedule TO”) which with respect to the Offer. The Schedule TO shall include, as exhibits, contain or incorporate by reference an offer to purchase and forms of the Offer to Purchase and a form of related letter of transmittal transmittal, summary advertisement, notices to brokers, dealers and summary advertisement clients, and all other ancillary Offer documents (the Schedule TO and such documents, collectively, together with any amendments all amendments, supplements and supplements exhibits thereto, the “Offer Documents”). The Company shall promptly furnish to Parent in writing all information concerning the Company that may be required by applicable federal securities Laws for inclusion in the Offer Documents. Parent and Purchaser further agree to take all steps necessary to shall cause the Offer Documents to be filed with the SEC and (i) to be disseminated to the holders of Company Common Sharesthe Shares as and to the extent required by applicable federal securities Laws and (ii) to comply as to form in all material respects with the requirements of the Exchange Act, the applicable rules and regulations of the New York Stock Exchange and all other applicable Laws. Each of Unless previously withdrawn in accordance with Section 6.2(e), Parent and Purchaser shall be entitled to include the Recommendations in the Offer Documents. Parent and Purchaser, on the one hand, and the Company, on the other hand, agrees shall 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 be or shall have become false and or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to shall cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Company’s shareholdersShares, in each case case, as and to the extent required by applicable federal securities lawsLaws. The Company Special Committee and its counsel shall be given the a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SECSEC 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 Company Special Committee and its counsel in writing with any comments Parentcomments, 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 Special Committee with copies of all such written responses (or if oral responses, summaries thereof).

Offer Documents. (b) Parent and Purchaser shall file ensure that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC as soon as practicable and on the date first published, sent or given to the Offer 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 circumstances under which they were made, not misleading, except that no representation is commenced, a Tender Offer Statement on Schedule TO made by Parent or Purchaser with respect to information supplied by the Company in writing for inclusion in 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 Documents. Each of letter of transmittal and summary advertisement (the Schedule TO and such documents, collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser further agree agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Company Common Shares. Each of Parent and Purchaser, on the one hand, and the 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 and misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s shareholders, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and the Company shall promptly correct any information provided by 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 Parent and Purchaser 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 holders of Shares as and to the extent required by applicable law. The Company and its counsel shall be given the a reasonable opportunity to review and comment on the Offer Documents before they are filed and any amendments thereto prior to the filing thereof 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. Parent and Purchaser shall file with the SEC as As soon as practicable on the date of commencement of the Offer is commencedOffer, Parent and Merger Sub shall (x) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") 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, contain the Offer offer to Purchase purchase and a form of related letter of transmittal and summary advertisement other ancillary Offer documents and instruments pursuant to which the Offer will be made (the Schedule TO and such documents, collectively, together collectively with any supplements or amendments and supplements thereto, the “"Offer Documents”). Parent ") and Purchaser further agree shall contain (or shall be amended in a timely manner to take contain) all steps necessary 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 be filed with the SEC and to be disseminated to record holders of the Company Common SharesStock. Each of Parent and PurchaserParent, on the one hand, Merger Sub and the Company, on the other hand, agrees Company each agree promptly to correct any information provided by it or on its behalf them for use in the Offer Documents if and to the extent that it shall have become false and or misleading in any material respect, respect and Parent and Purchaser Merger Sub further agree agrees to take all steps lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Company’s shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable federal securities lawslaw. In conducting the Offer, Parent and 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 before they are filed and any amendments thereto prior to the filing thereof 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. Parent On or before October 31, 2001 or otherwise in compliance with the periods provided by applicable Law, EarthLink and Purchaser Sub shall file or cause to be filed with the SEC as soon as practicable on the date the Offer is commenced, Securities and Exchange Commission ("SEC") a Tender Offer Statement on Schedule TO (the "Schedule TO") with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule TO”) which shall includecontain the offer to purchase, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement other applicable related documents (such Schedule TO, letter of transmittal and other Offer documents and instruments pursuant to which the Schedule TO and such documents, collectivelyOffer will be made, together with any supplements or amendments and supplements thereto, the “"Offer Documents”). Parent ") and Purchaser further agree shall contain (or shall be amended in a timely manner to take contain) all steps necessary information which is required to cause be included therein in accordance with the Exchange Act and the rules and regulations thereunder; provided, however, that no agreement or representation is hereby made or shall be made by EarthLink or Sub with respect to information supplied by Cidco or with respect to Cidco information derived from Cidco's SEC reports which is included or incorporated by reference in, the Offer Documents to be filed with the SEC Documents. EarthLink, Sub and to be disseminated to holders of Company Common Shares. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, Cidco each agrees promptly to correct any information provided by it or on its behalf them for use in the Offer Documents if and to the extent that it shall have become false and or misleading in any material respect, respect and Parent to promptly notify in writing each other party hereto of the nature and Purchaser further agree to take all steps necessary to cause of such changes. To the extent information in the Offer Documents as so corrected needs to be filed with modified or corrected pursuant to applicable law, the SEC parties hereto agree to cooperate in good faith to make such modifications or corrections and to be disseminated to the Company’s shareholders, in each case file and disseminate them as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Offer Documents 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 commentslaw.

Offer Documents. As promptly as practicable on the date of commencement of the Offer, 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 amendments, supplements and supplements thereto and including the exhibits thereto, the “Schedule TO”) which with respect to the Offer. The Schedule TO shall include, as exhibits, contain or incorporate by reference an offer to purchase and forms of the Offer to Purchase and a form of related letter of transmittal transmittal, summary advertisement, notices to brokers, dealers and summary advertisement clients, and all other ancillary Offer documents (the Schedule TO and such documents, collectively, together with any amendments all amendments, supplements and supplements exhibits thereto, the “Offer Documents”). The Company shall promptly furnish to Parent in writing all information concerning the Company that may be required by applicable federal securities Laws for inclusion in the Offer Documents. Parent and Purchaser further agree to take all steps necessary to shall cause the Offer Documents to be filed with the SEC and (i) to be disseminated to the holders of Company Common Sharesthe Shares as and to the extent required by applicable federal securities Laws and (ii) to comply as to form in all material respects with the requirements of the Exchange Act, the applicable rules and regulations of the New York Stock Exchange and all other applicable Laws. Each of Unless previously withdrawn in accordance with Section 6.2(e), Parent and Purchaser shall be entitled to include the Recommendations in the Offer Documents. Parent and Purchaser, on the one hand, and the Company, on the other hand, agrees shall 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 be or shall have become false and or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to shall cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Company’s shareholdersShares, in each case case, as and to the extent required by applicable federal securities lawsLaws. The Company Special Committee and its counsel shall be given the a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SECSEC 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 Company Special Committee and its counsel in writing with any comments Parentcomments, 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 Special Committee with copies of all such written responses (or if oral responses, summaries thereof). US_ACTIVE:\44126911\17\77626.0003

Offer Documents. Parent and Purchaser shall file with the SEC as soon As promptly as practicable on the date of commencement of the Offer is commenced(within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement 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, that will contain or incorporate by reference the Offer to Purchase and a form of the related letter of transmittal and summary advertisement (the Schedule TO and such documents, collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser further agree to take all steps necessary to ii) cause the Offer Documents to be filed with the SEC Purchase and related documents to be disseminated to holders of Company Common Shares. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent and PurchaserParent, on the one hand, Purchaser and the Company, on the other hand, Company agrees to 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 such information shall have become false and or misleading in any material respect, and Parent and Purchaser further agree agrees to take use all steps necessary commercially reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to be promptly disseminated to the Company’s shareholdersholders of Shares, in each case as and to the extent required by applicable federal securities lawsLegal Requirements. The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in connection with any action contemplated by this Section 1.1(e), including communicating the Offer to the record and beneficial holders of the Shares. The Company and its counsel shall be given the reasonable opportunity to review and comment on the Offer Documents before they are filed prior to the filing thereof 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. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer.

Offer Documents. Parent Within the periods provided by applicable --------------- law, Acquiror and Purchaser Sub shall file or cause to be filed with the SEC as soon as practicable on the date the Offer is commenced, a Tender Offer Statement on Schedule TO (the "Schedule TO") with respect to the Offer ----------- ----------- which shall contain the offer to purchase and related letter of transmittal (together with all amendments and supplements thereto and including the exhibits thereto, the “such Schedule TO”) which shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (other ancillary Offer documents and ----------- instruments pursuant to which the Schedule TO and such documents, collectivelyOffer will be made, together with any supplements or amendments and supplements thereto, the “"Offer Documents”). Parent ") and Purchaser further agree shall contain (or shall be amended in a timely manner to take contain) all steps necessary information which is required to cause be included therein in accordance with the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder; provided, -------- however, that no agreement or representation is hereby made or shall be made by ------- Acquiror or Sub with respect to information supplied by Target or with respect to Target information derived from the Target's SEC reports which is included or incorporated by reference in, the Offer Documents to be filed with the SEC Documents. Acquiror, Sub and to be disseminated to holders of Company Common Shares. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, Target each agrees promptly to correct any information provided by it or on its behalf them for use in the Offer Documents if and to the extent that it shall have become false and or misleading in any material respect, respect and Parent to promptly notify in writing each other party hereto of the nature and Purchaser further agree to take all steps necessary to cause of such changes. To the extent information in the Offer Documents as so corrected needs to be filed with modified or corrected pursuant to applicable law, the SEC parties hereto agree to cooperate in good faith to make such modifications or corrections and to be disseminated to the Company’s shareholders, in each case file and disseminate them as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Offer Documents 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 commentslaw.

Offer Documents. On the date of commencement of the Offer, Parent and Purchaser shall shall: (a) 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 exhibits, amendments and supplements thereto and including the exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall include, as exhibits, contain or shall incorporate by reference an offer to purchase and forms of the Offer to Purchase and a form of related letter of transmittal and form of summary advertisement and other ancillary documents and instruments pursuant to which the Offer will be made (the Schedule TO and such documents, collectively, and together with any all exhibits, amendments and supplements thereto, the “Offer Documents”). Parent , and Purchaser further agree to take all steps necessary to (b) cause the Offer Documents to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities law. Parent and Purchaser shall cause the 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 be disseminated to the holders of shares of Company Common SharesStock, 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 to be included in the Offer Documents. Each of Parent and PurchaserParent, on the one hand, Purchaser and the Company, on the other hand, Company agrees promptly to correct any information provided by it or on its behalf 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 and or misleading in any material respect, and each of Parent and Purchaser further agree agrees to take make all steps necessary reasonable efforts to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s shareholdersholders of Shares, in each case as and to the extent required by applicable federal securities lawslaw. The Company and its counsel shall be given the a reasonable opportunity to review and comment on the Offer Documents before they are filed and any amendments thereto prior to the 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, Parent and Purchaser agree ▇▇▇▇▇▇ agrees to provide the Company and its counsel in writing with any comments Parentcomments, Purchaser whether written or their counsel oral, that Parent 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, 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.

Offer Documents. Parent and Purchaser shall file with the SEC as As soon as practicable on the date of commencement of the Offer is commencedOffer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") 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, contain the Offer offer to Purchase purchase and a form of related letter of transmittal and summary advertisement other ancillary Offer documents and instruments pursuant to which the Offer will be made (the Schedule TO and such documents, collectively, together collectively with any supplements or amendments and supplements 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 conform in all material respects with the requirements of the Exchange Act and any other applicable law; PROVIDED, HOWEVER, that no agreement or representation hereby is made or shall be made by Parent and Purchaser further agree or Sub with respect to take all steps necessary information supplied by the Company expressly for inclusion in, or with respect to cause Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to be filed with the SEC and to be disseminated to holders of Company Common SharesDocuments. Each of Parent and PurchaserParent, on the one hand, Sub and the Company, on the other hand, agrees Company each agree promptly to correct any information provided by it or on its behalf them for use in the Offer Documents if and to the extent that it shall have become false and or misleading in any material respect, respect and Parent and Purchaser Sub further agree agrees to take all steps lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Company’s shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable federal securities lawslaw. In conducting the Offer, Parent and 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 before they are filed and any amendments thereto prior to the filing thereof 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. Parent and Purchaser shall file with the SEC as As soon as practicable on the date of commencement of the Offer is commencedOffer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule TO”) which shall includecontain the offer to purchase, as exhibits, the Offer to Purchase and a form of related letter of transmittal and summary advertisement other ancillary Offer documents and instruments pursuant to which the Offer will be made (the Schedule TO and such documents, collectively, together collectively with any supplements or amendments and supplements thereto, the “"Offer Documents”"). The Offer Documents (i) 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 conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoing, no agreement or representation hereby is made or shall be made by Parent and Purchaser further agree or Sub with respect to take all steps necessary information supplied by the Company expressly for inclusion in, or with respect to cause Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents to be filed with the SEC and to be disseminated to holders of Company Common SharesDocuments. Each of Parent and PurchaserParent, on the one hand, Sub and the Company, on the other hand, agrees Company each agree promptly to correct any information provided by it or on its behalf them for use in the Offer Documents if and to the extent that it shall have become false and or misleading in any material respect, respect and Parent and Purchaser Sub further agree agrees to take all steps lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the Company’s shareholdersholders of Company Common Stock, in each case as and to the extent required by applicable federal securities lawslaw. In conducting the Offer, Parent and Sub shall comply in all material respects with 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 before they are filed and any amendments or supplements thereto prior to the filing thereof with the SEC. In additionTo the extent practicable, Parent and Purchaser agree to provide the Company and its counsel in writing shall also be given reasonable opportunity to review and comment on correspondence with any comments Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to concerning the Offer Documents promptly after prior to the receipt of such commentsdelivery thereof to the SEC.

Offer Documents. Parent and On the Offer Commencement Date, Purchaser shall file or cause to be filed with the SEC as soon as practicable on Securities and Exchange Commission (the date the Offer is commenced, "SEC") a Tender Offer Statement on Schedule TO (the "Schedule TO") with respect to the Offer which shall contain the offer to purchase and related letter of transmittal (together with all amendments and supplements thereto and including the exhibits thereto, the “such Schedule TO”) which shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (the Schedule TO other ancillary Offer documents and such documents, collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser further agree instruments pursuant to take all steps necessary to cause which the Offer Documents will be 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 disseminated to holders of Company Common Shares. Each of Parent and Purchaser, on included therein in accordance with the one hand, Exchange Act and the Companyrules and regulations thereunder and other applicable law; provided, on however, that no agreement or representation is hereby made or shall be made by Purchaser with respect to information supplied by Katy or with respect to Katy information derived from the other hand, Katy SEC Reports which is included or incorporated by reference in the Offer Documents. Purchaser and Katy each agrees promptly to correct any information provided by it or on its behalf them for use in the Offer Documents if and to the extent that it such information shall have become false and or misleading in any material respect, respect and Parent to promptly notify in writing each other party hereto of the nature and Purchaser further agree to take all steps necessary to cause of such changes. To the extent information in the Offer Documents as so corrected needs to be filed with modified or corrected pursuant to applicable law, the SEC parties hereto agree to cooperate in good faith to make such modifications or corrections and to be disseminated to the Company’s shareholders, in each case file and disseminate them as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Offer Documents 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 commentslaw.

Offer Documents. Parent and As promptly as practicable on the Offer Commencement Date, Purchaser shall (i) file with the SEC as soon as practicable on the date the Offer is commenced, a Tender Offer Statement 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 that shall include, as exhibits, contain or incorporate by reference the Offer to Purchase and a form of the related letter of transmittal and summary advertisement (the Schedule TO and such documentsforms of which shall be reasonably acceptable to the Company), collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser further agree to take all steps necessary to (ii) cause the Offer Documents to be filed with the SEC Purchase and related documents to be disseminated to holders of Company Common Class A Ordinary Shares. Each , in each case, as and to the extent required by Applicable Law, and (iii) otherwise comply with the filing requirements of Parent and PurchaserRule 14d-3(a) promulgated under the Exchange Act, on the one handdissemination requirements of Rule 14d-4(a), and the Companydisclosure requirements of Rule 14d-6(a) promulgated under the Exchange Act, on in each case, as and to the extent required by Applicable Law. Purchaser shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other handApplicable Law and not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Offer Documents or necessary in order to make the statements in the Offer Documents, in light of the circumstances under which they were made, not misleading; it being understood that no covenant is made by Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents. Purchaser, the Company and each Seller agrees to 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 such information shall have become false and or misleading in any material respect, and Parent to correct any material omissions therefrom, and Purchaser further agree agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s shareholdersholders of Class A Ordinary Shares, in each case as and to the extent required by applicable federal securities lawsApplicable Law. The Company shall promptly furnish or otherwise make available to Purchaser or Purchaser’s legal counsel all information concerning the Company and the Company’s shareholders that may be required in connection with any action contemplated by this Section 2.03(e) (which for the avoidance of doubt, shall not include any financial statements of the Company). The Company and its counsel shall be given the reasonable opportunity to review and comment on the Offer Documents before they are filed prior to the filing thereof with the SEC. In addition, Parent and Purchaser agree agrees 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. Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. Purchaser shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments.

Offer Documents. Parent and Purchaser shall file with the SEC as soon As promptly as practicable on the date of commencement of the Offer is commenced(within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the SEC a Tender Offer Statement 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, that will contain or incorporate by reference the Offer to Purchase and a form of the related letter of transmittal and summary advertisement (the Schedule TO and such documents, collectively, together with any amendments and supplements thereto, the “Offer Documents”). Parent and Purchaser further agree to take all steps necessary to ii) cause the Offer Documents to be filed with the SEC Purchase and related documents to be disseminated to holders of Company Common Shares. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent and PurchaserParent, on the one hand, Purchaser and the Company, on the other hand, Company agrees to 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 such information shall have become false and or misleading in any material respect, and Parent and Purchaser further agree agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s shareholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity promptly furnish or otherwise make available to review the Offer Documents before they are filed with the SEC. In addition, Parent and Purchaser agree to provide or Parent’s legal counsel all information concerning the Company and its counsel the Company’s stockholders that may be required in writing connection 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.action

Offer Documents. 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 letter of transmittal and summary advertisement (the Schedule TO and such documents, collectively, together with any amendments and supplements thereto, the “"Offer Documents”"). Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Company Common Shares. Each of Parent and Purchaser, on the one hand, and the 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 and misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s 's shareholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Offer Documents 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.