Common use of Offer Documents Clause in Contracts

Offer Documents. On the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent and Merger Sub shall (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 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 required by the Exchange Act to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn in accordance with Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Board Recommendation in the Offer Documents.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. 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 (i) provide the Company and its counsel in writing any comments 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 the SEC staff), (ii) provide the Company and its counsel a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (iii) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents.

Offer Documents. On Subject to Section 6.4, the date of commencement Offer Documents may include a description of the Offer (determined pursuant determinations, approvals and recommendations of the Company Board that relate to Exchange Act Rule 14d-2), the Offer. The Company will promptly furnish in writing to 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 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, its Subsidiaries and Company Stockholders that is required by the Exchange Act any applicable Law to be set forth included in the Offer Documents and all other information concerning the Company so 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 to enable Parent and Merger Sub to comply with their obligations under, or information reasonably requested in connection with the actions contemplated by, this Section 2.1(e). Parent, Merger Sub and the Company will cooperate in good faith to determine the information regarding the Company that is necessary to include the Board Recommendation in the Offer DocumentsDocuments in order to satisfy any applicable Law. Parent and Merger Sub shall cause the Offer Documents to comply not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in all material respects order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that no covenant is made by Parent or Merger Sub with respect to information supplied by the requirements of Applicable Law andCompany for inclusion in the Offer Documents. The Company shall cause the information supplied by it specifically for inclusion in the Offer Documents, on at the date first respective times the Offer Documents are filed with the SEC and on the date first published, sent or given to the holders of SharesSEC, 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 will promptly correct any information provided by it or any of its respective directors, officers, employees, Affiliates, agents or other Representatives for use in the Offer Documents if and to the extent that such information is or shall have has become false or misleading in any material respect, and each of respect or as otherwise required by applicable Law. Parent and Merger Sub shall will take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents Documents, including as so amended or supplemented corrected (if applicable), to be filed with the SEC and to be disseminated to the holders of SharesCompany Stockholders, in each case case, as and to the extent required by Applicable by, and in compliance with, applicable Law. Prior to any Change in Recommendation, Parent and Merger Sub will provide the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to filing such documents them with the SEC or dissemination of such documents to the stockholders of the Company SEC, and Parent and Merger Sub shall will give reasonable and good faith consideration to any reasonable comments made by the Company and its counsel. Prior to any Change in Recommendation, Parent and Merger Sub shall counsel (i) provide it being understood that the Company and its counsel will provide any comments thereon as soon as reasonably practicable). Parent and Merger Sub will promptly provide in writing to the Company and its counsel any and all comments or other communications, whether written or oral, that Parent, Merger Sub or their respective counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (Documents, and shall give the Company Parent and its counsel prompt telephonic notice of any material discussions with the SEC staff), (ii) Merger Sub will provide the Company and its counsel a reasonable opportunity to review and comment upon participate in the responses formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and a copy of comment on any proposed written responses thereto prior such response, to the filing thereof, which Parent and (iii) Merger Sub will give reasonable and good faith consideration to any reasonable comments made by the Company and its counsel on counsel) and to participate in any such responses. Parent and Merger Sub shall respond promptly to any comments of discussions with the SEC or its staff with respect to the Offer Documentsregarding any such comments.

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 all 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 required by the Exchange Act to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn 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 case, as and to the extent required by Applicable Lawapplicable federal securities Laws. Prior to any Change in Recommendation, the Company The 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. Prior to any Change in RecommendationIn addition, Parent and Merger Sub shall (i) Purchaser agree to provide the Company Special Committee and its counsel in writing with any comments Parentcomments, Merger Sub whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give comments, to consult with the Company Special Committee and its counsel prompt telephonic notice of any material discussions with the SEC staff), (ii) provide the Company and its counsel a reasonable opportunity prior to review and comment upon the 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 (iii) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such 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

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 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 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 (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 case, as and to the extent required by Applicable applicable Law. Prior to any Change in Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto (including 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. Prior to any Change in Recommendation, Parent and Merger Sub shall (iA) 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), (iiB) 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 (iiiC) 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.

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 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 required by the Exchange Act to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn 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 as and to the extent required by Applicable applicable Law, by the SEC or its staff, or by NASDAQ. Prior to any Change in RecommendationThe Company, the 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 other representatives. Parent agrees to provide, and to cause Purchaser to provide, the Company, its outside legal counsel. Prior to any Change in Recommendation, Parent financial advisors and Merger Sub shall other representatives with (i) provide the Company and its counsel in writing any oral or written comments Parent, Merger Sub or other communications that 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 shall give the Company and its counsel prompt telephonic notice of any material discussions with the SEC staff), (ii) provide the Company and its counsel a reasonable opportunity to review and comment upon provide comments on the 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 (iii) 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 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.

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 all 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 required by the Exchange Act to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn 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 case, as and to the extent required by Applicable Lawapplicable federal securities Laws. Prior to any Change in Recommendation, the Company The 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. Prior to any Change in RecommendationIn addition, Parent and Merger Sub shall (i) Purchaser agree to provide the Company Special Committee and its counsel in writing with any comments Parentcomments, Merger Sub whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments (and shall give comments, to consult with the Company Special Committee and its counsel prompt telephonic notice of any material discussions with the SEC staff), (ii) provide the Company and its counsel a reasonable opportunity prior to review and comment upon the 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 (iii) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents).

Offer Documents. On 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 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 as and to the extent required by Applicable Law. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn 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 Exchange Act and the date first filed with the SEC rules and on the date first published, sent or given regulations thereunder and other applicable Legal Requirements 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 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. Prior 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 Change in Recommendation, the 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. Prior to any Change in Recommendation, Parent and Merger Sub shall (i) Purchaser agree to provide the Company and its counsel in writing with any 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 the SEC staff), (ii) provide the Company and its counsel a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (iii) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such responses. Parent and Merger Sub Purchaser shall respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Offer DocumentsDocuments or the Offer.

Offer Documents. On As soon as practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (i) file or cause to be filed with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") 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 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 required by the Exchange Act to be set forth in and the Offer Documents rules and all regulations thereunder and any other information concerning the Company as reasonably requested by Parent applicable law, 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 conform in all material respects with the requirements of Applicable Law andthe Exchange Act and any other applicable law; PROVIDED, on the date first filed with the SEC and on the date first publishedHOWEVER, 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 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 SEC filings that is included or incorporated by reference in in, the Offer Documents. 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, respect and each of Parent 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 as and to the extent required by Applicable Lawapplicable law. Prior to In conducting the Offer, Parent and Sub shall comply in all material respects with the provisions of the Exchange Act and any Change in Recommendation, the other applicable law. The Company and its counsel shall be given a reasonable the opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and 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 (i) provide the Company and its counsel in writing any comments 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 the SEC staff), (ii) provide the Company and its counsel a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (iii) give reasonable and good faith consideration to any comments made by thereof with the Company and its counsel on any such responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer DocumentsSEC.

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 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 required by the Exchange Act to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn 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 as and to the extent required by Applicable Lawapplicable federal securities Laws. Prior to any Change in Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and any amendments and supplements thereto prior to the filing such documents thereof with the SEC or dissemination of such documents to the stockholders of the Company and SEC. Parent and Merger Sub shall give reasonable and good faith consideration Purchaser agree to any comments made by the Company and its counsel. Prior to any Change in Recommendation, Parent and Merger Sub shall (i) provide the Company and its counsel in writing with prompt notice of any comments (whether written 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 the SEC staff), (iiwritten comments) and Parent and Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment upon participate in the 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 (iii) give reasonable and good faith consideration to any comments made by the Company and SEC or its counsel on any staff concerning such 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.

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 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 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 validly withdrawn in accordance with Section 6.02(d6.4(d) or Section 6.02(e6.4(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 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 applicable Law. Prior to any Change in Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Prior to any Change in Recommendation, Parent and Merger Sub shall (i) 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), (ii) 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 (iii) 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.

Offer Documents. On the date of commencement of the Offer (determined pursuant to within the meaning of Rule 14d-2 under the Exchange Act Rule 14d-2Act), Parent and Merger Sub shall 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 exhibits thereto, the “Schedule TO”), 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 documentsthe documents included therein pursuant to which the Offer will be made, together with any 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 required by the Exchange Act to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn 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 (x) to comply in all material respects with the requirements of Applicable Law Exchange Act and other applicable Laws and, (y) 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 in which they were made, not misleading, except 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 in the Offer Documents. The Company shall promptly furnish Parent and Merger Sub with all information concerning the Company and its stockholders required by the Exchange Act or incorporation 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 reference Parent and Merger Sub for inclusion in the Offer Documents and, unless previously validly withdrawn in accordance with Section 6.1(b), shall allow Parent and Merger Sub to include the Company Board Recommendation in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it or on its behalf specifically for use inclusion 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 Lawapplicable Laws. Prior to any Change in Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders holders of the Company and Shares. 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 (i) provide the Company and its counsel in writing with any comments 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 the SEC staff), (ii) shall provide the Company and its counsel a reasonable opportunity to review and comment upon the responses proposed response to any such comments and a copy of any proposed written responses thereto prior to the filing thereofcomments, and (iii) give reasonable and good faith consideration shall provide to any comments made by the Company and its counsel on a copy of any such responses. Parent written responses thereto and Merger Sub shall respond promptly to telephonic notice of any comments of oral responses or discussions with the SEC or its staff with respect to the Offer Documentsstaff.

Offer Documents. On As soon as practicable on the date of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2)Offer, Parent and Merger Sub shall (i) file or cause to be filed with the SEC, in accordance with Exchange Act Rule 14d-3, SEC a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer, Offer which Tender Offer Statement shall contain an the offer to purchase and a purchase, 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 supplements or amendments thereto, the “"Offer Documents”"). The Offer Documents (i) shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and (ii) 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 required by the Exchange Act to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn 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 conform in all material respects with the requirements of Applicable Law andthe Exchange Act and any other applicable law. Notwithstanding the foregoing, on the date first filed with the SEC and on the date first published, sent no agreement or given to the holders of Shares, not to contain any untrue statement of a material fact representation hereby is made or omit to state any material fact required to shall 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 expressly for inclusion in, or incorporation with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in in, the Offer Documents. 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, respect and each of Parent 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 as and to the extent required by Applicable Lawapplicable law. Prior In conducting the Offer, Parent and Sub shall comply in all material respects with the Exchange Act and any other applicable law. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any Change in Recommendationamendments or supplements thereto prior to the filing thereof with the SEC. To the extent practicable, the Company and its counsel shall also be given a reasonable opportunity to review and comment upon on correspondence with the SEC concerning 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 (i) provide the Company and its counsel in writing any comments 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 the SEC staff), (ii) provide the Company and its counsel a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (iii) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such responses. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect delivery thereof to the Offer DocumentsSEC.

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 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 required by the Exchange Act to be set forth in the Offer Documents and all other information concerning the Company as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents and, unless previously withdrawn 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 case, as and to the extent required by Applicable Lawapplicable federal securities laws. Prior 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 Change in Recommendation, the 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. Prior to any Change in Recommendation, Parent and Merger Sub shall (i) agree to provide the Company and its counsel in writing with any comments 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 the SEC staff), (ii) provide the Company and its counsel a reasonable opportunity to review and comment upon the responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (iii) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such 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.

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 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. Prior to any Change in Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Prior to any Change in Recommendation, Parent and Merger Sub shall (i) 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), (ii) 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 (iii) 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.

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 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 case, as and to the extent required by Applicable Law. Prior to any Change in Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders 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. Prior to any Change in Recommendation, Parent and Merger Sub Subsidiary shall (iA) provide the Company and its counsel in writing 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), (iiB) 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 (iiiC) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such responsesproposed responses 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.

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. Prior to any Change in Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Prior to any Change in Recommendation, Parent and Merger Sub shall (iA) 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), (iiB) 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 (iiiC) 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.