Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case, as and to the extent required by Applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.
Appears in 1 contract
Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (i) file or cause to be filed with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO promulgated under Section 14(d)(1) of the Exchange Act (the "Schedule TO") with respect to the Offer, Offer which Tender Offer Statement shall contain an the offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery transmittal and other ancillary offer Offer documents and instruments pursuant to which the Offer will be made (such Schedule TO and documents, together collectively with any exhibits, supplements or amendments thereto, the “"Offer Documents”") and shall contain (iior shall be amended in a timely manner to contain) cause the Offer Documents all information which is required to be disseminated to holders of Shares, included therein in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub accordance with all information concerning the Company and its stockholders required by the Exchange Act or and the rules and regulations thereunder and any other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e)applicable law, shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply conform in all material respects with the requirements of Applicable Law andthe Exchange Act and any other applicable law, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no covenant agreement or representation hereby is made or shall be made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically expressly for inclusion in, or incorporation with respect to Company information derived from the Company's public filings with the United States Securities and Exchange Commission ("SEC") that is included or incorporated by reference in in, the Offer Documents, (ii) deliver a copy of the Schedule TO to the Company at its principal executive office, (iii) give telephonic notice and mail to the National Association of Securities Dealers, Inc. (the "NASD") a copy of the Schedule TO in accordance with Rule 14d-3 promulgated under the Exchange Act, and (iv) mail the Offer Documents to the holders of Company Common Stock. Each of Parent, Merger Sub and the Company shall each agree promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that such information is or it shall have become false or misleading in any material respect, and each of Parent respect and Merger Sub shall further agrees to take all steps lawful action necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed promptly with the SEC and to be disseminated to the holders of SharesCompany Common Stock, in each case, case as and to the extent required by Applicable Lawapplicable law. 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 a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counselCompany's stockholders. Parent and Merger Sub shall (A) agree to provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and including a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any such comments that are made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documentsin writing.
Appears in 1 contract
Offer Documents. (i) On the date of the commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), the “Offer Commencement Date”) Parent and Merger Sub shall shall: (i) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act Rule 14d-3Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which Tender Offer Statement shall will contain an or incorporate by reference: (A) Merger Sub’s offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”), and a (B) forms of the related letter of transmittal, summary advertisement, notice of guaranteed delivery advertisement and other ancillary offer Offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to Purchase and related documents to be disseminated to holders of Shares, in each case, Shares as and to the extent required by Applicable Law. The Company shall promptly furnish Parent the U.S. securities laws and Merger Sub with all information concerning the Company rules and its stockholders required by regulations of the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer DocumentsSEC promulgated thereunder. Parent and Merger Sub shall cause the Schedule TO, and all exhibits, amendments and supplements thereto (including the Offer Documents to Purchase and forms of the letter of transmittal, summary advertisement and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto, collectively, the “Offer Documents”), to comply in all material respects with the applicable requirements of Applicable Law andthe Exchange Act and the Securities Act, on as applicable, and the date first filed with the SEC rules and on the date first published, sent or given regulations thereunder and to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each Unless a Change of ParentRecommendation has occurred, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary be entitled to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case, as and to the extent required by Applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of include the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to Recommendation in the Offer Documents.
Appears in 1 contract
Samples: And (At Home Group Inc.)
Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (i) shall, in a manner that complies in all material respects with applicable Law, file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all exhibits, amendments and supplements thereto, the “Schedule TO”), which Tender Offer Statement shall include, contain or incorporate by reference an offer to purchase and a related letter of transmittal, a summary advertisement, notice of guaranteed delivery advertisement and other ancillary offer Offer documents pursuant to which the Offer will be made and any information required by Rule 13e-3 promulgated under the Exchange Act (such Schedule TO and documentsthe documents attached as exhibits thereto, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and (ii) promptly thereafter shall cause the Offer Documents to be disseminated to the holders of Sharesthe Company Common Stock as, in each case, as and to the extent extent, required by Applicable applicable Law. The Company shall promptly furnish to Parent and Merger Sub with all information concerning the Company and its stockholders that may be required by the Exchange Act applicable Law or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and or Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub Documents. The Company hereby consents to include the Board Recommendation inclusion in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by Board Actions and the Recommendation of the board of directors of the Company in writing specifically (the “Company Board”, which for inclusion or incorporation by reference purposes of this Section 1.01, Article VI and Article VII, shall mean the disinterested members of the Company Board), including as contained in the Offer DocumentsSchedule 14D-9 and the Schedule 13E-3. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of respect or as otherwise required by applicable Law. Parent and Merger Sub shall take all reasonable steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, as so amended or supplemented corrected, to be filed with the SEC and to be disseminated to the holders of SharesCompany Common Stock, in each case, as and to the extent required by Applicable applicable Law. The Parent and Merger Sub shall promptly notify, and in any event within twenty-four (24) hours, the Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and receipt of any amendments and supplements thereto prior to filing such documents with comments from the SEC or dissemination the staff of such documents the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the stockholders Offer Documents, and shall provide the Company with copies of all written correspondence between Parent, Merger Sub and their respective Representatives, on the one hand, and the SEC or the staff of the Company SEC, on the other hand, relating to the Offer. Parent and Merger Sub shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Offer Documents, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review participate in the formulation of, and comment upon the proposed responses provide comments to (which Parent shall consider in good faith), any written response to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect staff. Prior to the filing of the Offer DocumentsDocuments (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, Parent and Merger Sub shall provide the Company a reasonable opportunity to review and to propose comments on any such document and Parent shall consider such comments in good faith.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aimmune Therapeutics, Inc.)
Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case, case as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case, case as and to the extent required by Applicable Law. The Prior to any Change in Recommendation, the Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Prior to any Change in Recommendation, Parent and Merger Sub shall (Ai) provide the Company and its counsel in writing any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (Bii) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (Ciii) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ariad Pharmaceuticals Inc)
Offer Documents. (i) On the date of the commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), the “Offer Commencement Date”) Parent I and Merger Sub shall I shall: (ia) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act Rule 14d-3Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which Tender Offer Statement shall will contain an or incorporate by reference: (A) Merger Sub I’s offer to purchase Company Common Stock, Company Class B Stock and a Company Class C Stock pursuant to the Offer (the “Offer to Purchase”), and (B) forms of the related letter of transmittal, summary advertisement, notice of guaranteed delivery advertisement and other ancillary offer Offer documents and (b) cause the Offer to Purchase and related documents to be disseminated to holders of Company Common Stock, Company Class B Stock and Company Class C Stock as and to the extent required by the United States securities laws and the rules and regulations of the SEC promulgated thereunder. Parent I and Merger Sub I shall cause the Schedule TO, and all exhibits, amendments and supplements thereto (including the Offer to Purchase and forms of the letter of transmittal, summary advertisement and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Offer will be made (such Schedule TO and documentsmade, together with any exhibitsamendments and supplements thereto, supplements or amendments theretocollectively, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the applicable requirements of Applicable Law andthe Exchange Act and the Securities Act, on as applicable, and the date first filed with the SEC rules and on the date first published, sent or given regulations thereunder and to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no covenant is made by Parent I or Merger Sub I with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of ParentUnless a Company Board Recommendation Change has occurred, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent I and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case, as and to the extent required by Applicable Law. The Company and its counsel I shall be given a reasonable opportunity entitled to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of include the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to Board Recommendation in the Offer Documents.
Appears in 1 contract
Offer Documents. On As promptly as practicable on the date of commencement (within the meaning of Rule 14d 2 under the Exchange Act) of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub Purchaser shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto and including the exhibits thereto, which Tender the “Schedule TO”) that will contain as an exhibit or incorporate by reference the Offer Statement shall contain an offer to purchase and a Purchase, the form of the related letter of transmittal, summary advertisement, notice of guaranteed delivery transmittal and other customary ancillary offer documents pursuant in each case related to which the Offer will and (ii) cause the Offer to Purchase and related documents to be made (such disseminated to the holders of Shares. Each of Parent and Purchaser agrees to cause the Schedule TO and documentsall exhibits (including the Offer to Purchase), together with any exhibits, amendments or supplements or amendments theretothereto (collectively, the “Offer Documents”) and (ii) cause filed by either Parent or Purchaser with the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents SEC to comply in all material respects with the requirements of Applicable Law andExchange Act and other applicable Laws, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any omission of a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading, except that no covenant is made by Parent or Merger Sub 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 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 enable each of Parent and Purchaser to comply with its obligations hereunder. Each of Parent, Merger Sub Purchaser and the Company shall agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case, case as and to the extent required by Applicable Lawapplicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counselSEC. Parent and Merger Sub shall (A) Purchaser agree to provide the Company and its counsel with prompt notice of any comments (whether written comments or oral) that Parent, Merger Sub 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 (and which notice shall give the Company and its counsel prompt telephonic notice include a copy of any material discussions with or oral comments received from the SEC staff), (Bwritten comments) and Parent and Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment upon participate in the proposed responses formulation of any response to any such comments and a copy of the SEC or its staff, including the reasonable opportunity to participate in any proposed written responses thereto prior to discussions with the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and SEC or its counsel on any staff concerning such proposed responsescomments. Each of Parent and Merger Sub Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer DocumentsDocuments or the Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Five Prime Therapeutics, Inc.)
Offer Documents. On the date of commencement of As promptly as practicable on the Offer (determined pursuant to Exchange Act Rule 14d-2)Commencement Date, Parent and Merger Sub Purchaser shall, and shall cause A. Menarini - Industrie Farmaceutiche Riunite S.r.l (the “Ultimate Parent”) to, (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, amendments or supplements or amendments thereto, the “Offer Documents”) that will contain or incorporate by reference the Offer to Purchase, form of the related letter of transmittal and summary advertisement, (ii) make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act and (iiiii) cause the Offer Documents to Purchase and related documents to be disseminated to holders of Shares, in each case, Shares as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documentsapplicable Legal Requirements. Parent and Merger Sub Purchaser agree that they shall cause the Offer Documents filed by Ultimate Parent, Parent or Purchaser with the SEC to (x) comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC Exchange Act and on the date first published, sent or given to the holders of Shares, other applicable Legal Requirements and (y) not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no covenant is made by Ultimate Parent, Parent or Merger Sub Purchaser with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Ultimate Parent, Merger Sub Parent, Purchaser and the Company shall agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Ultimate Parent, Parent and Merger Sub shall Purchaser further agree to take all steps necessary to amend or supplement the Offer Documents and to promptly cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case, case as and to the extent required by Applicable Lawapplicable Legal Requirements. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Ultimate Parent, Parent and Purchaser or Parent’s legal counsel all information concerning the Acquired Companies and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and (including any amendments and supplements thereto prior response to filing such documents with any comments (including oral comments) of the SEC or dissemination of such documents its staff with respect thereto) prior to the stockholders of filing thereof with the Company SEC, and Ultimate Parent, Parent and Merger Sub Purchaser shall give reasonable and good faith consideration to any such comments made by the Company and or its counsel. Ultimate Parent, Parent and Merger Sub shall (A) Purchaser agree to provide the Company and its counsel with any written comments that (including oral comments) Ultimate Parent, Merger Sub 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 those comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or including oral comments received from the SEC staffcomments), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stemline Therapeutics Inc)
Offer Documents. (i) On the date of the commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), the “Offer Commencement Date”) Parent and Merger Sub shall shall: (ia) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act Rule 14d-3Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which Tender Offer Statement shall will contain an or incorporate by reference: (A) Merger Sub’s offer to purchase Company Class A Stock and a Company Class B Stock pursuant to the Offer (the “Offer to Purchase”), and (B) forms of the related letter of transmittal, summary advertisement, notice of guaranteed delivery advertisement and other ancillary offer Offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and (iib) cause the Offer Documents to Purchase and related documents to be disseminated to holders of Shares, in each case, Company Class A Stock and Company Class B Stock as and to the extent required by Applicable Law. The Company shall promptly furnish Parent the United States securities laws and Merger Sub with all information concerning the Company rules and its stockholders required by regulations of the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer DocumentsSEC promulgated thereunder. Parent and Merger Sub shall cause the Schedule TO, and all exhibits, amendments and supplements thereto (including the Offer Documents to Purchase and forms of the letter of transmittal, summary advertisement and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto, collectively, the “Offer Documents”), to comply in all material respects with the applicable requirements of Applicable Law andthe Exchange Act and the Securities Act, on as applicable, and the date first filed with the SEC rules and on the date first published, sent or given regulations thereunder and to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of ParentUnless a Company Board Recommendation Change has occurred, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary be entitled to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case, as and to the extent required by Applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of include the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to Board Recommendation in the Offer Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Castlight Health, Inc.)
Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange 1934 Act Rule 14d-2), Parent and Merger Sub Subsidiary shall (i) file with the SEC, in accordance with Exchange 1934 Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery advertisement and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub Subsidiary with all information concerning the Company and its stockholders required by the Exchange 1934 Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub Subsidiary for inclusion in the Offer Documents and, unless previously withdrawn in accordance with subject to Section 6.02(d) or Section 6.02(e)6.03, shall allow Parent and Merger Sub Subsidiary to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub Subsidiary shall cause the Offer Documents to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub Subsidiary with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub Subsidiary and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub Subsidiary shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case, as and to the extent required by Applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders holders of the Company Shares and Parent and Merger Sub Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub Subsidiary shall (A) provide the Company and its counsel any written comments or other communications that Parent, Merger Sub Subsidiary or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responsesresponses and (D) to the extent reasonably practicable, provide the Company and its counsel a reasonable opportunity to participate in any material discussions with the SEC or its staff concerning such comments. Subject to the foregoing, Parent and Merger Sub Subsidiary shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Michaels Companies, Inc.)
Offer Documents. On As promptly as practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub Purchaser shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which Tender Offer Statement . The Schedule TO shall contain or incorporate by reference an offer to purchase and a forms of the related letter of transmittal, summary advertisement, notice of guaranteed delivery notices to brokers, dealers and clients, and all other ancillary offer Offer documents pursuant to which the Offer will be made (such Schedule TO and documentscollectively, together with any exhibitsall amendments, supplements or amendments and 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 (ii) Purchaser shall cause the Offer Documents (i) to be disseminated to the holders of Shares, in each case, the Shares as and to the extent required by Applicable Law. The Company shall promptly furnish Parent applicable federal securities Laws and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d(ii) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply as to form in all material respects with the requirements of Applicable Law andthe Exchange Act, on the date first filed with the SEC applicable rules and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light regulations of the circumstances under which they were madeNew York Stock Exchange and all other applicable Laws. Unless previously withdrawn in accordance with Section 6.2(e), not misleading, except that no covenant is made by Parent or Merger Sub with respect and Purchaser shall be entitled to information supplied by include the Company in writing specifically for inclusion or incorporation by reference Recommendations in the Offer Documents. Each of ParentParent and Purchaser, Merger Sub on the one hand, and the Company Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is it shall be or shall have become false or misleading in any material respect, and each of Parent and Merger Sub Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders of the Shares, in each case, as and to the extent required by Applicable Lawapplicable federal securities Laws. The Company Special Committee and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents before they are filed with the SEC or dissemination and disseminated to holders of such documents to the stockholders of the Company Shares, and Parent and Merger Sub Purchaser shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company Special Committee and its counsel. In addition, Parent and Merger Sub shall (A) Purchaser agree to provide the Company Special Committee and its counsel with any comments, whether written comments or oral, that Parent, Merger Sub 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 (and shall give comments, to consult with the Company Special Committee and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity prior to review and comment upon the proposed responses responding to any such comments and a copy to provide the Special Committee with copies of any proposed all such written responses thereto prior to the filing (or if oral responses, summaries thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Titanium Metals Corp)
Offer Documents. On As promptly as practicable on the date of commencement of the Offer (determined pursuant to within the meaning of Rule 14d-2 under the Exchange Act Rule 14d-2Act), Parent and Merger Sub Purchaser shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, all amendments and supplements or amendments thereto and including exhibits thereto, the “Offer DocumentsSchedule TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal and (ii) cause the Offer Documents to Purchase and related documents to be disseminated to holders of Shares, in each case, Shares as and to the extent required by Applicable applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Merger Sub Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents Documents”) filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC Exchange Act and on the date first published, sent or given other applicable Laws and (y) to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no covenant is made by Parent or Merger Sub Purchaser with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub Purchaser and the Company shall agrees to respond promptly to any comments of the SEC or its staff and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case, as and to the extent required by Applicable Lawapplicable federal securities laws. The Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents. 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 or reasonably requested in connection with any action contemplated by this Section 1.1(e). The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and (including any amendments and supplements thereto prior response to filing such documents with any comments (including oral comments) of the SEC or dissemination of such documents its staff with respect thereto) prior to the stockholders of filing thereof with the Company SEC, and Parent and Merger Sub Purchaser shall give reasonable and good faith consideration to any such comments made by the Company and or its counsel. Parent and Merger Sub shall (A) Purchaser agree to provide the Company and its counsel with any written comments that (including oral comments) Parent, Merger Sub Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such those comments (and shall give the Company and its counsel prompt telephonic notice including oral comments). Each of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub Purchaser shall use reasonable best efforts to respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Offer DocumentsDocuments or the Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ocera Therapeutics, Inc.)
Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with subject to Section 6.02(d) or Section 6.02(e)7.03, shall allow Parent and Merger Sub to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of Applicable applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case, as and to the extent required by Applicable applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel any written comments or other communications that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responsesresponses and (D) to the extent reasonably practicable, provide the Company and its counsel a reasonable opportunity to participate in any material discussions with the SEC or its staff concerning such comments. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dunkin' Brands Group, Inc.)
Offer Documents. On As promptly as practicable on the date of commencement of the Offer (determined pursuant to within the meaning of Rule 14d-2 promulgated under the Exchange Act Rule 14d-2Act), Parent and Merger Sub shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, all amendments and supplements or amendments thereto and including exhibits thereto, the “Offer DocumentsSchedule TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal and (ii) cause the Offer Documents to Merger Sub and related documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documentsshares of Common Stock. Parent and Merger Sub agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents Documents”) filed by either Parent or Merger Sub with the SEC (I) to comply in all material respects with the requirements of Applicable Exchange Act and the rules and regulations thereunder and other applicable Law and, on the date first filed with the SEC and on the date first published, sent or given (II) to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except ; provided that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically or any of its Affiliates or Representatives for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Sharesshares of Common Stock, in each case, as and to the extent required by Applicable Lawapplicable federal securities laws. The Company shall promptly furnish or otherwise make available to Parent and Merger Sub 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). The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and (including any amendments and supplements thereto prior response to filing such documents with any comments (including oral comments) of the SEC or dissemination of such documents its staff with respect thereto) prior to the stockholders of filing thereof with the Company SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments made by the Company and or its counsel. Parent and Merger Sub shall (A) agree to provide the Company and its counsel with any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such those comments (and shall give the Company and its counsel prompt telephonic notice including oral comments). Each of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Offer DocumentsDocuments or the Offer.
Appears in 1 contract
Offer Documents. On the date of commencement of As promptly as practicable on the Offer (determined pursuant to Exchange Act Rule 14d-2)Commencement Date, Parent and Merger Sub Purchaser shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement tender offer statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, all amendments and supplements or amendments thereto and including exhibits thereto, the “Offer DocumentsSchedule TO”) that shall contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal and summary advertisement (the forms of which shall be reasonably acceptable to the Company), (ii) cause the Offer Documents to Purchase and related documents to be disseminated to holders of Class A Ordinary Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent , and Merger Sub (iii) otherwise comply with all information concerning the Company filing requirements of Rule 14d-3(a) promulgated under the Exchange Act, the dissemination requirements of Rule 14d-4(a), and its stockholders the disclosure requirements of Rule 14d-6(a) promulgated under the Exchange Act, in each case, as and to the extent required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer DocumentsLaw. Parent and Merger Sub Purchaser shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents Documents”) filed by Purchaser with the SEC to comply in all material respects with the requirements of Exchange Act and the rules and regulations thereunder and other Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Offer Documents or necessary in order to make the statements thereinin the Offer Documents, in light of the circumstances under which they were made, not misleading, except ; it being understood that no covenant is made by Parent or Merger Sub Purchaser with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of ParentPurchaser, Merger Sub and the Company shall and each Seller agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent to correct any material omissions therefrom, and Merger Sub shall Purchaser further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and to be disseminated to the holders of Class A Ordinary Shares, in each case, case as and to the extent required by Applicable 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 a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents SEC. Purchaser agrees to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel with any written comments that Parent, Merger Sub 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 (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responsescomments. Parent and Merger Sub Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer DocumentsDocuments 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.
Appears in 1 contract
Offer Documents. On As promptly as practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub Purchaser shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which Tender Offer Statement . The Schedule TO shall contain or incorporate by reference an offer to purchase and a forms of the related letter of transmittal, summary advertisement, notice of guaranteed delivery notices to brokers, dealers and clients, and all other ancillary offer Offer documents pursuant to which the Offer will be made (such Schedule TO and documentscollectively, together with any exhibitsall amendments, supplements or amendments and 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 (ii) Purchaser shall cause the Offer Documents (i) to be disseminated to the holders of Shares, in each case, the Shares as and to the extent required by Applicable Law. The Company shall promptly furnish Parent applicable federal securities Laws and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d(ii) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply as to form in all material respects with the requirements of Applicable Law andthe Exchange Act, on the date first filed with the SEC applicable rules and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light regulations of the circumstances under which they were madeNew York Stock Exchange and all other applicable Laws. Unless previously withdrawn in accordance with Section 6.2(e), not misleading, except that no covenant is made by Parent or Merger Sub with respect and Purchaser shall be entitled to information supplied by include the Company in writing specifically for inclusion or incorporation by reference Recommendations in the Offer Documents. Each of ParentParent and Purchaser, Merger Sub on the one hand, and the Company Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is it shall be or shall have become false or misleading in any material respect, and each of Parent and Merger Sub Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and disseminated to the holders of the Shares, in each case, as and to the extent required by Applicable Lawapplicable federal securities Laws. The Company Special Committee and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents before they are filed with the SEC or dissemination and disseminated to holders of such documents to the stockholders of the Company Shares, and Parent and Merger Sub Purchaser shall give reasonable and good faith due consideration to any comments made all reasonable additions, deletions or changes suggested thereto by the Company Special Committee and its counsel. In addition, Parent and Merger Sub shall (A) Purchaser agree to provide the Company Special Committee and its counsel with any comments, whether written comments or oral, that Parent, Merger Sub 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 (and shall give comments, to consult with the Company Special Committee and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity prior to review and comment upon the proposed responses responding to any such comments and a copy to provide the Special Committee with copies of any proposed all such written responses thereto prior to the filing (or if oral responses, summaries thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses). Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.US_ACTIVE:\44126911\17\77626.0003
Appears in 1 contract
Samples: Agreement and Plan of Merger (Precision Castparts Corp)
Offer Documents. On As promptly as practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Commencement Date, Parent shall, and Merger Sub shall cause Purchaser to, (ia) file with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which Tender the “Schedule TO”) that will contain or incorporate by reference the Offer Statement shall contain an offer to purchase Purchase and a form of the related letter of transmittal, summary advertisement, notice of guaranteed delivery transmittal (such Schedule TO and other ancillary offer the documents included therein pursuant to which the Offer will be made (such Schedule TO and documentsmade, together with any exhibits, amendments and supplements or amendments thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Schedule TO, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act, (c) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Schedule TO, to the NASDAQ in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (iid) cause the Offer Documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn Securities in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include Rule 14d-4 under the Board Recommendation in the Offer DocumentsExchange Act. Parent and Merger Sub agrees that it shall cause the Offer Documents filed by either Parent or Purchaser with the SEC to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC Exchange Act and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documentsother applicable Law. Each of Parent, Merger Sub Parent and the Company shall promptly agrees, within a reasonable period of time, to respond to any comments of the SEC or its staff and to correct any information provided by it for use in the Offer Documents if and to the extent that such information is shall have become (or shall have become known to be) false or misleading in any material respect, and each of Parent and Merger Sub shall further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to the holders of SharesCompany Securities, in each case, case as and to the extent required by Applicable applicable Law, by the SEC or its staff, or by NASDAQ. The Company Company, its outside legal counsel, financial advisors and its counsel other representatives shall be given a reasonable opportunity to review and comment upon on the Offer Documents and each time before any amendments and supplements thereto prior to filing such documents document is filed with the SEC or dissemination of such documents to the stockholders of the Company SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company Company, its outside legal counsel, financial advisors and its counselother representatives. Parent agrees to provide, and Merger Sub shall to cause Purchaser to provide, the Company, its outside legal counsel, financial advisors and other representatives with (Ai) provide the Company and its counsel any oral or written comments or other communications that Parent, Merger Sub Parent or 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 or other communications and (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (Bii) provide the Company and its counsel a reasonable opportunity to review and comment upon provide comments on the proposed responses response of Parent or Purchaser to any such those comments and a copy of any proposed written responses thereto prior (to the filing thereof, and (C) give which reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to any comments made by Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and its counsel on Subsidiaries and the Company’s shareholders that may be required in connection with any action contemplated by this Section 3.2.8, including such proposed responses. Parent and Merger Sub shall respond promptly information required by applicable Law to any comments of the SEC or its staff with respect to be set forth in the Offer Documents.
Appears in 1 contract
Samples: Talend S.A.
Offer Documents. On the date of commencement of Promptly on the Offer (determined pursuant to Exchange Act Rule 14d-2)Commencement Date, Parent and Merger Sub shall (i) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act Rule 14d-3Act, a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer the Offer to purchase Purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Sharesshares of Company Common Stock, in each case, as and to the extent required by Applicable applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent Xxxxxx and Merger Sub for inclusion in the Offer Documents (none of which will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading) and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e5.3(e), shall allow Parent and Merger Sub to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of Applicable applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Sharesshares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Sharesshares of Company Common Stock, in each case, as and to the extent required by Applicable applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company Company, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, thereof and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Darden Restaurants Inc)
Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall (i) file with the SEC, in accordance with Exchange Act Rule 14d-3, a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall contain an offer to purchase and a related letter of transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Shares, in each case, case as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, in each case, case as and to the extent required by Applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall (Ai) provide the Company and its counsel any written comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give the Company and its counsel prompt telephonic notice of any material discussions with or oral comments received from the SEC staff), (Bii) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (Ciii) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.
Appears in 1 contract
