Common use of Offer Documents Clause in Contracts

Offer Documents. As promptly as practicable on the Commencement Date, Parent shall, and shall cause Purchaser to, (a) file with the SEC a combined Tender Offer Statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (d) cause the Offer Documents to be disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange Act. Parent 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 Exchange Act and other applicable Law. Each of Parent and the Company 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 shall have become (or shall have become known to be) false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Company Securities, in each case as and to the extent required by applicable Law, by the SEC or its staff, or by the NYSE. The Company, its outside legal counsel, financial advisors and other representatives shall be given a reasonable opportunity to review and comment on the Offer Documents each time before any such document is filed with the SEC, and Parent shall give reasonable and good faith consideration to any comments made by the 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, financial advisors and other representatives with (i) any oral or written comments 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 receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and its Subsidiaries and the Company’s shareholders (to the extent known by the Company) that may be required in connection with any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer Documents.

Offer Documents. As promptly as practicable on the Commencement Datedate of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent shall, and Purchaser shall cause Purchaser to, (ai) file with the SEC a combined Tender Offer Statement tender offer statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (dii) cause the Offer Documents to Purchase and related documents to be disseminated to holders of Shares as and to the Company Securities in accordance with Rule 14d-4 under the Exchange Actextent required by applicable Law. Parent agrees and Purchaser agree that it 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 Exchange Act and other applicable LawLaws and (y) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. Each of Parent Parent, Purchaser and the Company agrees, within a reasonable period of time, 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 shall have become (or shall have become known to be) false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Company SecuritiesShares, in each case case, as and to the extent required by applicable Law, by the SEC or its staff, or by the NYSEfederal 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 outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on the Offer Documents each time before (including any such document is filed response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the Company, Company or its outside legal counsel, financial advisors and other representatives. Parent agrees and Purchaser agree to provideprovide the Company and its counsel with any comments (including oral comments) Parent, and to cause Purchaser to provide, the Company, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments 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 receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be givenincluding oral comments). The Company Each of Parent and Purchaser shall use reasonable best efforts to respond promptly furnish to any comments (including oral comments) of the SEC or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and its Subsidiaries and the Company’s shareholders (staff with respect to the extent known by Offer Documents or the Company) that may be required in connection with any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer DocumentsOffer.

Offer Documents. As promptly as practicable on the Commencement Datedate of commencement of the Offer (within the meaning of Rule 14d-2 promulgated under the Exchange Act), Parent shall, and Merger Sub shall cause Purchaser to, (ai) file with the SEC a combined Tender Offer Statement tender offer statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (dii) cause the Offer Documents to Merger Sub and related documents to be disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange Actshares of Common Stock. Parent agrees and Merger Sub agree that it 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 Merger Sub with the SEC (I) to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable LawLaw and (II) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company or any of its Affiliates or Representatives for inclusion or incorporation by reference in the Offer Documents. Each of Parent Parent, Merger Sub and the Company agrees, within a reasonable period of time, agrees to respond 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 shall have become (or shall have become known to be) false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Company Securitiesshares of Common Stock, in each case case, as and to the extent required by applicable Law, by the SEC or its staff, or by the NYSEfederal 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 outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on the Offer Documents each time before (including any such document is filed response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments made by the Company, Company or its outside legal counsel, financial advisors and other representatives. Parent agrees and Merger Sub agree to provideprovide the Company and its counsel with any comments Parent, and to cause Purchaser to provide, the Company, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments or other communications that Parent or Purchaser Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be givenincluding oral comments). The Company Each of Parent and Merger Sub shall respond promptly furnish to any comments (including oral comments) of the SEC or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and its Subsidiaries and the Company’s shareholders (staff with respect to the extent known by Offer Documents or the Company) that may be required in connection with any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer DocumentsOffer.

Offer Documents. As promptly as practicable on the Commencement Date, Parent shall, and shall cause Purchaser to, (a) file with the SEC a combined Tender Offer Statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3TO, 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 Combined Schedule TO and Schedule 13e-3TO, to the NYSE NASDAQ in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (d) cause the Offer Documents to be disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange Act. Parent 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 Exchange Act and other applicable Law. Each of Parent and the Company 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 shall have become (or shall have become known to be) false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Company Securities, in each case as and to the extent required by applicable Law, by the SEC or its staff, or by the NYSENASDAQ. The Company, its outside legal counsel, financial advisors and other representatives shall be given a reasonable opportunity to review and comment on the Offer Documents each time before any such document is filed with the SEC, and Parent shall give reasonable and good faith consideration to any comments made by the 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, financial advisors and other representatives with (i) any oral or written comments 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 receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and its Subsidiaries and the Company’s shareholders (to the extent known by the Company) that may be required in connection with any action contemplated by this Section 3.2.8‎3.2.8, including such information required by applicable Law to be set forth in the Offer Documents.

Offer Documents. As promptly as practicable on (i) On the date of the commencement of the Offer (the “Offer Commencement Date, ”) Parent I and Merger Sub I shall, and shall cause Purchaser to, : (a) file with the SEC SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a combined Tender Offer Statement on Schedule TO (together with all amendments, supplements and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement exhibits thereto, the “Schedule 13e-3TO”) with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretoOffer, the “Combined Schedule TO and Schedule 13e-3”) that which will contain or incorporate by reference reference: (A) Merger Sub I’s offer to purchase Company Common Stock, Company Class B Stock and Company Class C Stock pursuant to the Offer (the “Offer to Purchase”), and (B) forms of the related letter of transmittal, summary advertisement and other ancillary Offer documents and (b) cause the Offer to Purchase and form 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 related 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 transmittal, summary advertisement and other ancillary Offer documents) (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, collectively, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (d) cause the Offer Documents to be disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange Act. Parent 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 applicable requirements of the Exchange Act and other applicable Lawthe Securities Act, as applicable, and the rules and regulations thereunder and to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, 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 for inclusion or incorporation by reference in the Offer Documents. Unless a Company Board Recommendation Change has occurred, Parent I and Merger Sub I shall be entitled to include the Company Board Recommendation in the Offer Documents. (ii) Each of Parent I, Merger Sub I and the Company agrees, within a reasonable period of time, to Company: (a) shall promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Offer Documents or the Offer and (b) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become (be or shall have become known to be) false or misleading in any material respect, respect and Parent further agrees to I and Merger Sub I shall take all steps necessary to cause the Offer Documents Documents, as so corrected supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the Offer Documents as so corrected rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Company SecuritiesCommon Stock, in each case as Company Class B Stock and to the extent required by applicable Law, by the SEC or Company Class C Stock. (iii) The Company and its staff, or by the NYSE. The Company, its outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on the Offer Documents each time before (including all amendments and supplements thereto and including any such document is filed response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, SEC and Parent I and Merger Sub I shall give reasonable and good faith consideration to any such comments made by the Company, Company or its outside legal counsel, financial advisors and other representatives. Parent agrees to provideI and Merger Sub I shall promptly provide the Company and its legal counsel with a copy or a description of any comments (including oral comments) received by Parent I, and to cause Purchaser to provide, the Company, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments or other communications that Parent or Purchaser Merger Sub I or their legal counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments or other communications and Documents. (iiiv) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser Parent I and Parent’s outside legal counsel, financial advisors and other representatives Merger Sub I all information concerning the Company and or any of its Subsidiaries and the Company’s shareholders (to the extent known by the Company) Company Stockholders that may be required or reasonably requested in connection with the Offer Documents or any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer Documents2.1(f).

Offer Documents. As promptly as practicable on On the Commencement Datedate of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall, and shall cause Purchaser to, : (ai) file with the SEC a combined Tender Offer Statement tender offer statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Combined Schedule TO TO”), which shall contain an offer to purchase and Schedule 13e-3”) that will contain or incorporate by reference the Offer to Purchase and form of the a related letter of transmittal transmittal, summary advertisement, notice of guaranteed delivery and other ancillary offer documents pursuant to which the Offer will be made (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (dii) cause the Offer Documents to be disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange ActShares. Parent agrees that it and Merger Sub shall cause the Offer Documents filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the Exchange Act and other applicable LawLaws 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 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 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 6.1(b), shall allow Parent and Merger Sub to include the Company Board Recommendation in the Offer Documents. Each of Parent Parent, Merger Sub and the Company agrees, within a reasonable period of time, to respond to any comments of the SEC or its staff and to 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 shall have become (or shall have become known to be) false or misleading in any material respect, and each of Parent further agrees to and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and the Offer Documents as so corrected to be disseminated to the holders of Company SecuritiesShares, in each case as and to the extent required by applicable Law, by the SEC or its staff, or by the NYSELaws. The Company, Company and its outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents each time before and any amendments and supplements thereto prior to filing such document is filed documents with the SEC, SEC or dissemination of such documents to the holders of Shares. Parent and Parent Merger Sub shall give reasonable provide the Company and good faith consideration to its counsel in writing with any comments made by the CompanyParent, 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, financial advisors and other representatives with (i) any oral or written comments or other communications that Parent or Purchaser 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 or other communications (and (ii) shall give the Company prompt telephonic notice of any material discussions with the SEC staff), shall provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed response to any such comments, and shall provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and its Subsidiaries counsel a copy of any written responses thereto and telephonic notice of any oral responses or discussions with the Company’s shareholders (to the extent known by the Company) that may be required in connection with any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer DocumentsSEC staff.

Offer Documents. As promptly as practicable on (i) On the date of the commencement of the Offer (the “Offer Commencement Date, ”) Parent and Merger Sub shall, and shall cause Purchaser to, : (ai) file with the SEC SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a combined Tender Offer Statement on Schedule TO (together with all amendments, supplements and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement exhibits thereto, the “Schedule 13e-3TO”) with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretoOffer, the “Combined Schedule TO and Schedule 13e-3”) that which will contain or incorporate by reference reference: (A) Merger Sub’s offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”), and (B) forms of the related letter of transmittal, summary advertisement and other ancillary Offer documents and (ii) cause the Offer to Purchase and form related documents to be disseminated to holders of Shares as and to the extent required by the U.S. securities laws and the rules and regulations of the related SEC promulgated thereunder. Parent and Merger Sub shall cause the Schedule TO, and all exhibits, amendments and supplements thereto (including the Offer to Purchase and forms of the letter of transmittal transmittal, summary advertisement and other ancillary Offer documents) (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, collectively, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (d) cause the Offer Documents to be disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange Act. Parent 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 applicable requirements of the Exchange Act and other applicable Lawthe Securities Act, as applicable, and the rules and regulations thereunder and to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. Unless a Change of Recommendation has occurred, Parent and Merger Sub shall be entitled to include the Company Recommendation in the Offer Documents. (ii) Each of Parent Parent, Merger Sub and the Company agrees, within a reasonable period of time, to Company: (i) shall promptly respond to any comments (including oral comments) of the SEC or its staff with respect to the Offer Documents or the Offer and (ii) to the extent required by the applicable requirements of United States securities laws and the rules and regulations of the SEC promulgated thereunder, promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become (be or shall have become known to be) false or misleading in any material respect, respect and Parent further agrees to and Merger Sub shall take all steps necessary to cause the Offer Documents Documents, as so corrected supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by the United States securities laws and the Offer Documents as so corrected rules and regulations of the SEC promulgated thereunder, to be disseminated to holders of Shares. (iii) The Company Securities, in each case as and to the extent required by applicable Law, by the SEC or its staff, or by the NYSE. The Company, its outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on the Offer Documents each time before (including all amendments and supplements thereto and including any such document is filed response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments made by the Company, Company or its outside legal counsel, financial advisors and other representatives. Parent agrees to provideand Merger Sub shall promptly provide the Company and its legal counsel with a copy or a description of any comments (including oral comments) received by Parent, and to cause Purchaser to provide, the Company, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments or other communications that Parent or Purchaser Merger Sub or their legal counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments or other communications and Documents. (iiiv) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser Parent and Parent’s outside legal counsel, financial advisors and other representatives Merger Sub all information concerning the Company and or any of its Subsidiaries and the Company’s shareholders (to the extent known by the Company) stockholders that may be required or reasonably requested in connection with the Offer Documents or any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer Documents1.1(f).

Offer Documents. As promptly as practicable on On the Commencement Datedate of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent shall, and Merger Sub shall cause Purchaser to, (ai) file with the SEC SEC, in accordance with Exchange Act Rule 14d-3, a combined Tender Offer Statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer, which Tender Offer (together with all amendments Statement shall contain an offer to purchase and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3”) that will contain or incorporate by reference the Offer to Purchase and form of the a related letter of transmittal (such Combined Schedule TO transmittal, summary advertisement, notice of guaranteed delivery and Schedule 13e-3 and the other ancillary offer documents included therein pursuant to which the Offer will be mademade (such Schedule TO and documents, together with any exhibits, supplements or amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (dii) 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 Securities in accordance with Rule 14d-4 under and its stockholders required by the Exchange ActAct 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, subject to Section 7.03, shall allow Parent and Merger Sub to include the Company Board Recommendation in the Offer Documents. Parent agrees that it and Merger Sub shall cause the Offer Documents filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act requirements of applicable Law and, on the date first filed with the SEC and other applicable Lawon 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 Parent, Merger Sub and the Company agrees, within a reasonable period of time, to respond to any comments of the SEC or its staff and to shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become (is or shall have become known to be) false or misleading in any material respect, and each of Parent further agrees to and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and the Offer Documents as so corrected to be disseminated to the holders of Company SecuritiesShares, in each case case, as and to the extent required by applicable Law, by the SEC or its staff, or by the NYSE. The Company, Company and its outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents each time before and any amendments and supplements thereto prior to filing such document is filed documents with the SEC, 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, Company and its outside legal counsel, financial advisors and other representatives. Parent agrees to provide, and to cause Purchaser to provide, Merger Sub shall (A) provide the Company, Company and its outside legal counsel, financial advisors and other representatives with (i) counsel any oral or written comments or other communications that Parent or Purchaser 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 other communications oral comments received from the SEC staff), (B) provide the Company and (ii) its counsel a reasonable opportunity to provide review and comment upon the proposed responses to any such comments on and a copy of any proposed written responses thereto prior to the response of Parent or Purchaser to those comments filing thereof, (to which C) give reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning any comments made by the Company and its Subsidiaries counsel on any such proposed responses and the Company’s shareholders (D) to the extent known by reasonably practicable, provide the Company) that may be required Company and its counsel a reasonable opportunity to participate in connection any material discussions with the SEC or its staff concerning such comments. Parent and Merger Sub shall respond promptly to any action contemplated by this Section 3.2.8, including such information required by applicable Law comments of the SEC or its staff with respect to be set forth in the Offer Documents.

Offer Documents. As promptly as practicable on The information supplied by Parent or Acquisition Sub expressly for inclusion or incorporation by reference in the Commencement Schedule 14D-9 (and any amendment thereof or supplement thereto) will not, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, Parent shallcontain 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 made therein, in light of the circumstances under which they were made, not misleading. The Offer Documents, and shall cause Purchaser toall amendments thereto, (a) file and any other document required to be filed with the SEC a combined Tender Offer Statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect required to be distributed or otherwise disseminated to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, including all exhibits thereto, to the Company at its principal executive offices Company’s stockholders 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (d) cause the Offer Documents to be disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange Act. Parent agrees that it shall cause the Offer Documents filed by either Parent or Purchaser connection with the SEC transactions contemplated hereby, will comply as to comply form in all material respects with the provisions of Rule 14d-3 of the Exchange Act and or any other applicable Law. Each of Parent and federal securities laws, as the Company 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 shall have become (or shall have become known to case may be) false or misleading in any material respect, and Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Company Securitieswill not, in each case as and to the extent required by applicable Law, by the SEC or its staff, or by the NYSE. The Company, its outside legal counsel, financial advisors and other representatives shall be given a reasonable opportunity to review and comment on the Offer Documents each time before any such document is when filed with the SEC, and Parent shall give reasonable and good faith consideration when distributed or disseminated to any comments made by the Company, its outside legal counsel, financial advisors and other representatives. Parent agrees to provide’s stockholders, and at the Expiration Date, contain any untrue statement of a material fact or omit to cause Purchaser state any material fact required to providebe stated therein or necessary in order to make the statements made therein, in light of the Companycircumstances under which they were made, its outside legal counselnot misleading, financial advisors and other representatives with (i) any oral or written comments or other communications except that Parent and Acquisition Sub make no representation or Purchaser or their counsel may receive from the SEC or its staff warranty with respect to statements made in the Offer Documents promptly after receipt of such comments or any other communications and (ii) a reasonable opportunity to provide comments on the response of document filed or distributed by Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all Acquisition Sub based on information concerning furnished by the Company and its Subsidiaries and the Company’s shareholders (to the extent known by the Company) that may be required in connection with any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer Documentswriting expressly for inclusion therein.

Offer Documents. As promptly as practicable on the Offer Commencement Date, Parent and Purchaser shall, and shall cause Purchaser A. Menarini - Industrie Farmaceutiche Riunite S.r.l (the “Ultimate Parent”) to, (ai) file with the SEC a combined Tender Offer Statement tender offer statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer (together with all any exhibits, amendments and or supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3Offer Documents”) that will contain or incorporate by reference the Offer to Purchase and Purchase, form of the related letter of transmittal (such Combined Schedule TO and Schedule 13e-3 and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, the “Offer Documents”)summary advertisement, (bii) deliver a copy of the Combined Schedule TO make all deliveries, mailings and Schedule 13e-3, 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 notices required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (diii) cause the Offer Documents to Purchase and related documents to be disseminated to holders of Shares as and to the Company Securities in accordance with Rule 14d-4 under the Exchange Actextent required by applicable Legal Requirements. Parent agrees and Purchaser agree that it they shall cause the Offer Documents filed by either Ultimate Parent, Parent or Purchaser with the SEC to (x) comply in all material respects with the Exchange Act and other applicable LawLegal Requirements and (y) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Ultimate Parent, Parent or Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. Each of Parent Ultimate Parent, Parent, Purchaser and the Company agrees, within a reasonable period of time, 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 shall have become (or shall have become known to be) false or misleading in any material respect, and Ultimate Parent, Parent and Purchaser further agrees agree to take all steps necessary to promptly cause the Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Company SecuritiesShares, in each case as and to the extent required by applicable Law, by the SEC or its staff, or by the NYSELegal 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 outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on the Offer Documents each time before (including any such document is filed response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the SEC, and Ultimate Parent, Parent and Purchaser shall give reasonable and good faith consideration to any such comments made by the CompanyCompany or its counsel. Ultimate Parent, Parent and Purchaser agree to provide the Company and its outside legal counselcounsel with any comments (including oral comments) Ultimate Parent, financial advisors and other representatives. Parent agrees to provideParent, and to cause Purchaser to provide, the Company, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments 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 receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be givenincluding oral comments). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and its Subsidiaries and the Company’s shareholders (to the extent known by the Company) that may be required in connection with any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer Documents.

Offer Documents. As promptly as practicable on On the Commencement Datedate of commencement of the Offer (determined pursuant to 1934 Act Rule 14d-2), Parent shall, and Merger Subsidiary shall cause Purchaser to, (ai) file with the SEC SEC, in accordance with 1934 Act Rule 14d-3, a combined Tender Offer Statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer, which Tender Offer (together with all amendments Statement shall contain an offer to purchase and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3”) that will contain or incorporate by reference the Offer to Purchase and form of the a related letter of transmittal (such Combined Schedule TO transmittal, summary advertisement and Schedule 13e-3 and the other ancillary offer documents included therein pursuant to which the Offer will be mademade (such Schedule TO and documents, together with any exhibits, supplements or amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (dii) 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 Subsidiary with all information concerning the Company Securities and its stockholders required by the 1934 Act or other Applicable Law to be set forth in accordance with Rule 14d-4 under the Exchange ActOffer Documents and all other information concerning the Company and its stockholders as reasonably requested by Parent and Merger Subsidiary for inclusion in the Offer Documents and, subject to Section 6.03, shall allow Parent and Merger Subsidiary to include the Company Board Recommendation in the Offer Documents. Parent agrees that it and Merger Subsidiary shall cause the Offer Documents filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act requirements of Applicable Law and, on the date first filed with the SEC and other applicable Lawon 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 Subsidiary with respect to information supplied by or on behalf of the Company in writing for inclusion or incorporation by reference in the Offer Documents. Each of Parent Parent, Merger Subsidiary and the Company agrees, within a reasonable period of time, to respond to any comments of the SEC or its staff and to shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become (is or shall have become known to be) false or misleading in any material respect, and each of Parent further agrees to and Merger Subsidiary shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and the Offer Documents as so corrected to be disseminated to the holders of Company SecuritiesShares, in each case case, as and to the extent required by applicable Applicable Law, by the SEC or its staff, or by the NYSE. The Company, Company and its outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents each time before and any amendments and supplements thereto prior to filing such document is filed documents with the SEC, SEC or dissemination of such documents to the holders of Shares and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company, Company and its outside legal counsel, financial advisors and other representatives. Parent agrees to provide, and to cause Purchaser to provide, Merger Subsidiary shall (A) provide the Company, Company and its outside legal counsel, financial advisors and other representatives with (i) counsel any oral or written comments or other communications that Parent or Purchaser Parent, Merger 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 notice of any material discussions with or other communications oral comments received from the SEC staff), (B) provide the Company and (ii) its counsel a reasonable opportunity to provide review and comment upon the proposed responses to any such comments on and a copy of any proposed written responses thereto prior to the response of Parent or Purchaser to those comments filing thereof, (to which C) give reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning any comments made by the Company and its Subsidiaries counsel on any such proposed responses and the Company’s shareholders (D) to the extent known by reasonably practicable, provide the Company) that may be required Company and its counsel a reasonable opportunity to participate in connection any material discussions with the SEC or its staff concerning such comments. Subject to the foregoing, Parent and Merger Subsidiary shall respond promptly to any action contemplated by this Section 3.2.8, including such information required by applicable Law comments of the SEC or its staff with respect to be set forth in the Offer Documents.

Offer Documents. As promptly as practicable on the Commencement Date, Parent shall, and shall cause Purchaser to, (a) On the date of commencement of the --------------- Offer, Parent and Purchaser shall file or cause to be filed with the SEC a combined Tender Offer Statement on Schedule TO and a Rule 13e-3 Transaction Statement on 14D-1 (the "Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”14D-1") with respect to the Offer (together with all amendments which shall contain the offer to purchase and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (such Combined Schedule TO and Schedule 13e-3 other ancillary Offer documents and the documents included therein instruments pursuant to which the Offer will be mademade (collectively, together and with any supplements or amendments and supplements thereto and including exhibits thereto, the “"Offer Documents”"). Company will promptly supply to Parent and Purchaser in writing, (b) deliver a copy of for inclusion in the Combined Schedule TO and Schedule 13e-3Offer Documents, including all exhibits thereto, to the information concerning 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (d) cause the rules and regulations thereunder to be included in the Offer Documents to be disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange Act. Parent agrees that it shall cause the Documents. (b) The Offer Documents filed by either Parent or Purchaser with the SEC to will comply in all material respects with the Exchange Act provisions of applicable federal securities laws and, on the date filed with the SEC and other applicable Lawon the date first published, sent or given to Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by Company in writing for inclusion in the Offer Documents. Each of Parent and the Company agrees, within a reasonable period of time, Purchaser further agrees to respond take all steps necessary to any comments of cause the Offer Documents to be filed with the SEC or its staff and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and Company shall promptly correct any information provided by it them for use in the Offer Documents if and to the extent that such information shall be or have become (or shall have become known to be) false or misleading in any material respect, and Parent further agrees to and Purchaser shall take all steps lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and the Offer Documents as so corrected to be disseminated to holders of Company Securities, in each case Shares as and to the extent required by applicable Law, by the SEC or law. Company and its staff, or by the NYSE. The Company, its outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on the Offer Documents each time before and any such document is filed amendments thereto prior to the filing thereof with the SEC, and Parent shall give reasonable and good faith consideration to any comments made by the 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, financial advisors and other representatives with (i) any oral or written comments 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 receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and its Subsidiaries and the Company’s shareholders (to the extent known by the Company) that may be required in connection with any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer Documents.

Offer Documents. As promptly as practicable on On the Commencement Datedate of commencement of the Offer (determined pursuant to Exchange Act Rule 14d-2), Parent shall, and Merger Sub shall cause Purchaser to, (ai) file with the SEC SEC, in accordance with Exchange Act Rule 14d-3, a combined Tender Offer Statement on Schedule TO and a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer, which Tender Offer (together with all amendments Statement shall contain an offer to purchase and supplements thereto and including exhibits thereto, the “Combined Schedule TO and Schedule 13e-3”) that will contain or incorporate by reference the Offer to Purchase and form of the a related letter of transmittal (such Combined Schedule TO transmittal, summary advertisement, notice of guaranteed delivery and Schedule 13e-3 and the other ancillary offer documents included therein pursuant to which the Offer will be mademade (such Schedule TO and documents, together with any exhibits, supplements or amendments and supplements thereto and including exhibits thereto, the “Offer Documents”), (b) deliver a copy of the Combined Schedule TO and Schedule 13e-3, 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 Combined Schedule TO and Schedule 13e-3, to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (dii) 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 Securities 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 Rule 14d-4 under Section 6.02(d) or Section 6.02(e), shall allow Parent and Merger Sub to include the Exchange ActBoard Recommendation in the Offer Documents. Parent agrees that it and Merger Sub shall cause the Offer Documents filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act requirements of Applicable Law and, on the date first filed with the SEC and other applicable Lawon 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 Parent, Merger Sub and the Company agrees, within a reasonable period of time, to respond to any comments of the SEC or its staff and to shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become (is or shall have become known to be) false or misleading in any material respect, and each of Parent further agrees to and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed with the SEC and the Offer Documents as so corrected to be disseminated to the holders of Company SecuritiesShares, in each case case, as and to the extent required by applicable Applicable Law, by the SEC or its staff, or by the NYSE. The Company, Company and its outside legal counsel, financial advisors and other representatives counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents each time before and any amendments and supplements thereto prior to filing such document is filed documents with the SEC, 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, Company and its outside legal counsel, financial advisors and other representatives. Parent agrees to provide, and to cause Purchaser to provide, Merger Sub shall (A) provide the Company, Company and its outside legal counsel, financial advisors and other representatives with (i) counsel any oral or written comments or other communications that Parent or Purchaser 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 other communications oral comments received from the SEC staff), (B) provide the Company and (ii) its counsel a reasonable opportunity to provide review and comment upon the proposed responses to any such comments on and a copy of any proposed written responses thereto prior to the response of Parent or Purchaser to those comments filing thereof, and (to which C) give reasonable and good faith consideration shall be given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning any comments made by the Company and its Subsidiaries counsel on any such proposed responses. Parent and Merger Sub shall respond promptly to any comments of the Company’s shareholders (SEC or its staff with respect to the extent known by the Company) that may be required in connection with any action contemplated by this Section 3.2.8, including such information required by applicable Law to be set forth in the Offer Documents.