Common use of Schedule TO and Offer Documents Clause in Contracts

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and a form of the related letter of transmittal, the forms of which shall be reasonably acceptable to the Company, and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) on the date first filed with the SEC and on each date published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the “Offer to Purchase”), a form of the related letter of transmittaltransmittal (the “Letter of Transmittal”), the forms a form of which shall be reasonably acceptable to the Companynotice of guaranteed delivery, and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) and, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common StockCompany’s stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation or warranty is made by the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company each shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, respect; and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockSEC, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be given reasonable and adequate opportunity to review and comment upon the Offer Documents and any amendments thereto prior to sufficiently in advance of the filing thereof with the SEC or dissemination to the holders of shares of Company Common StockCompany’s stockholders. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent Buyer and the Purchaser Acquisition Sub shall file with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the OfferOffers. The Schedule TO shall contain an offer to purchase and (the “Offer to Purchase”), a form of the related letter letters of transmittal, transmittal (the forms “Letter of which shall be reasonably acceptable to the CompanyTransmittal”), and ancillary documents and instruments pursuant to which the Offer Offers will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent Buyer and the Purchaser shall cause Acquisition Sub agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal Federal securities Laws and (ii) laws and, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common StockCompany’s stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant covenant, agreement, representation or warranty is made by the Parent Buyer or the Purchaser Acquisition Sub with respect to information supplied by the Company or any of its stockholders for inclusion or incorporation by reference in the Offer Documents. The Company hereby agrees that the information provided by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer DocumentsDocuments 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. Subject to the Company’s compliance with Section 1.2(e), the Parent The Buyer and the Purchaser Acquisition Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common StockShares, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the ParentBuyer, the Purchaser Acquisition Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Parent Buyer and the Purchaser Acquisition Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders stockholders of shares of the Company, and the Buyer and the Acquisition Sub shall give reasonable and good faith consideration to any comments made by the Company Common Stockand its counsel. The Parent Buyer and the Purchaser Acquisition Sub shall (i) provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the ParentBuyer, the Purchaser Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall (ii) consult in good faith with the Company and its counsel prior to responding to any such comments, and shall (iii) provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent Buyer or the Purchaser Acquisition Sub or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase (the “Offer to Purchase”) and a form of the related letter of transmittal, transmittal in customary form (the forms “Letter of which shall be reasonably acceptable to the CompanyTransmittal”), and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause the Offer Documents (i) to comply as to form in all material respects with the requirements of applicable U.S. federal securities Laws laws and (ii) on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawlaw, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Except to the extent related to the Parent or the Purchaser’s response to an Acquisition Proposal, a Trigger Event or a Recommendation Change Notice, the Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. The Except to the extent related to the Parent or the Purchaser’s response to an Acquisition Proposal, a Trigger Event or a Recommendation Change Notice, the Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer or any Offer Document promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel. Subject to the foregoing, the Parent and the Purchaser shall use reasonable best efforts to respond to any such comments promptly after they are received.

Schedule TO and Offer Documents. On the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), the Parent and the Purchaser Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO , which shall contain as an exhibit or incorporate by reference an offer to purchase and a form the related forms of the related letter of transmittaltransmittal and summary advertisement, the forms of which shall be reasonably acceptable to the Companyif any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent , and the Purchaser shall (ii) mail (or cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 2.2(b), the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 2.2(b) and the Company Board Recommendation. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of applicable U.S. federal securities Laws and (ii) the Exchange Act and, on the date first filed with the SEC and on each date published, sent or given to the holders of shares of Company Common StockStockholders, will 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 . The Company shall ensure that no covenant is made by none of the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser shall take all steps necessary to cause date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to holders make the statements therein, in light of shares of Company Common Stockthe circumstances under which they are made, as and to the extent required by applicable U.S. federal securities Lawsnot misleading. Each of Parent and Merger Sub, on the Parentone hand, the Purchaser and the Company Company, on the other hand, shall promptly correct or supplement any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. Parent and the Purchaser Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so amended and supplemented corrected, to be filed with the SEC and the other Offer Documents Documents, as so amended and supplemented corrected, to be disseminated to holders of shares of the Company Common StockStockholders, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or dissemination its staff with respect to the holders of shares of Company Common Stock. The Parent Schedule TO and the Purchaser shall Offer Documents promptly after receipt thereof, and (ii) provide the Company and its counsel with a copy reasonable opportunity to participate in the formulation of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding response to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto comments of the Parent SEC or the Purchaser or their counselits staff.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent Buyer and the Purchaser Acquisition Sub shall file with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the “Offer to Purchase”), a form of the related letter of transmittal, transmittal (the forms “Letter of which shall be reasonably acceptable to the CompanyTransmittal”), and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent Buyer and the Purchaser shall cause Acquisition Sub agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) laws and, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common StockCompany’s stockholders, and on the Acceptance Date (as hereinafter defined) shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant covenant, agreement, representation or warranty is made by the Parent Buyer or the Purchaser Acquisition Sub with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent The Buyer and the Purchaser Acquisition Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common StockShares, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the ParentBuyer, the Purchaser Acquisition Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Parent Buyer and the Purchaser Acquisition Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders stockholders of shares of the Company, and the Buyer and the Acquisition Sub shall give reasonable and good faith consideration to any comments made by the Company Common Stockand its counsel. The Parent Buyer and the Purchaser Acquisition Sub shall (i) provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the ParentBuyer, the Purchaser Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall (ii) consult in good faith with the Company and its counsel prior to responding to any such comments, and shall (iii) provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent Buyer or the Purchaser Acquisition Sub or their counsel.

Schedule TO and Offer Documents. On As soon as practicable on the date of the commencement of the OfferOffer in accordance with Section 1.01(a), the Parent and the Purchaser Merger Sub shall file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the “Schedule TO”) with respect to the Offer). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase and Purchase, a form of the related letter of transmittal, the forms a form of which shall summary advertisement and any schedule or form required to be reasonably acceptable filed pursuant to the Company, and ancillary documents and instruments pursuant Instructions to which the Offer will be made Schedule TO (collectively, together with any amendments, supplements or amendments and exhibits thereto, the “Offer Documents”). The Merger Sub may, but shall not be required to, provide guaranteed delivery procedures for the tender of shares of Company Common Stock in the Offer; provided, however, that if Merger Sub provides guaranteed delivery procedures, for purposes of determining whether the Minimum Condition has been satisfied, Parent and Merger Sub shall include for purposes of its determination thereof shares of Company Common Stock tendered in the Purchaser Offer pursuant to guaranteed delivery procedures (and such shares of Company Common Stock shall be deemed to be validly tendered) if and only if shares of Company Common Stock subject to such guarantees have been received by, or on behalf of, Merger Sub as of the Expiration Date. Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to (i) to comply in all material respects with the applicable requirements of applicable U.S. federal securities Laws the Exchange Act and (ii) on as of the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 the Parent or the Purchaser Merger Sub with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to Parent and Merger Sub, on the one hand, and the Company’s compliance with Section 1.2(e), on the Parent other hand, agree to promptly notify the other party and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and Merger Sub agree to cause the Schedule TO Offer Documents, as so amended and supplemented corrected, to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case case, as and to the extent required by applicable U.S. federal securities Laws, or by the SEC or its staff or NASDAQ. The Except following an Adverse Recommendation Change, the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents and any amendments thereto prior to the filing thereof before they are filed with the SEC or dissemination to the holders of shares of Company Common Stock. The SEC, and Parent and Merger Sub shall consider in good faith any comments from the Purchaser Company or its counsel. In addition, except following an Adverse Recommendation Change, Parent and Merger Sub shall provide in writing to the Company and its counsel with a copy of any written comments or telephonic or email notification of other material written communications (and shall orally describe any oral comments the Parentor other material oral communication), the Purchaser that Parent and Merger Sub or their counsel may receive from time to time from the SEC or its staff or any other Governmental Entity with respect to the Schedule TO or the Offer Documents promptly after the receipt thereofreceipt, shall consult with and any written or oral responses thereto. Except following an Adverse Recommendation Change, the Company and its counsel prior shall be given a reasonable opportunity to responding participate in the formulation of any response to any such comments of the SEC or any other Governmental Entity or its staff, including a reasonable opportunity to review and comment on any such responses, which comments Parent and Merger Sub shall consider in good faith. Parent and Merger Sub shall use commercially reasonable efforts to respond promptly to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase (the “Offer to Purchase”) and a form of the related letter of transmittal, the forms of transmittal (which form shall be reasonably acceptable to the Company), and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws laws and (ii) on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawlaw, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel. Subject to the foregoing, the Parent and the Purchaser shall respond to any such comments promptly after they are received.

Schedule TO and Offer Documents. On As soon as practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), the Parent and the Purchaser Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO , which shall contain as an exhibit or incorporate by reference an offer to purchase and a form the related forms of the related letter of transmittaltransmittal and summary advertisement, the forms of which shall be reasonably acceptable to the Companyif any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent , and the Purchaser shall (ii) mail (or cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of applicable U.S. federal securities Laws and (ii) the Exchange Act and, on the date first filed with the SEC and on each date published, sent or given to the holders of shares of Company Common StockStockholders, will 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 . The Company shall ensure that no covenant is made by none of the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser shall take all steps necessary to cause date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to holders make the statements therein, in light of shares of Company Common Stockthe circumstances under which they are made, as and to the extent required by applicable U.S. federal securities Lawsnot misleading. Each of Parent and Merger Sub, on the Parentone hand, the Purchaser and the Company Company, on the other hand, shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. Parent and the Purchaser Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so amended and supplemented corrected, to be filed with the SEC and the other Offer Documents Documents, as so amended and supplemented corrected, to be disseminated to holders of shares of the Company Common StockStockholders, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents and any amendments thereto prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or dissemination its staff with respect to the holders of shares of Company Common Stock. The Parent Schedule TO and the Purchaser shall Offer Documents promptly after receipt thereof, and (ii) provide the Company and its counsel with a copy reasonable opportunity to participate in the formulation of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding response to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto comments of the Parent SEC or the Purchaser or their counselits staff.

Schedule TO and Offer Documents. On As soon as practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), the Parent and the Purchaser Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO , which shall contain as an exhibit or incorporate by reference an offer to purchase and a form the related forms of the related letter of transmittaltransmittal and summary advertisement, the forms of which shall be reasonably acceptable to the Companyif any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent , and the Purchaser shall (ii) mail (or cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 1.2(b), the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities Laws to comply be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, complies in all material respects with the applicable requirements of applicable U.S. federal securities Laws and (ii) the Exchange Act and, on the date first filed with the SEC and on each date published, sent or given to the holders of shares of Company Common StockStockholders, does 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 . The Company shall ensure that no covenant is made by the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents does not, on the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser shall take all steps necessary to cause date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to holders make the statements therein, in light of shares of Company Common Stockthe circumstances under which they are made, as and to the extent required by applicable U.S. federal securities Lawsnot misleading. Each of Parent and Merger Sub, on the Parentone hand, the Purchaser and the Company Company, on the other hand, shall promptly correct or supplement any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. Parent and the Purchaser Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so amended and supplemented corrected, to be filed with the SEC and the other Offer Documents Documents, as so amended and supplemented corrected, to be disseminated to holders of shares of the Company Common StockStockholders, in each case as and to the extent required by applicable U.S. federal securities Laws. The Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or dissemination its staff with respect to the holders of shares of Company Common Stock. The Parent Schedule TO and the Purchaser shall Offer Documents promptly after receipt thereof, and (ii) provide the Company and its counsel with a copy reasonable opportunity to participate in the formulation of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding response to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto comments of the Parent SEC or the Purchaser or their counselits staff.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the “Offer to Purchase”), a form of the related letter of transmittal, transmittal (the forms “Letter of which shall be reasonably acceptable to the CompanyTransmittal”), and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) laws and, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation or warranty is made by the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawlaw, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the ------------------------------- Offer, the Parent and the Purchaser Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “"Schedule TO”") with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the "Offer to Purchase"), a form of the related letter of transmittal, transmittal (the forms "Letter of which shall be reasonably acceptable to the CompanyTransmittal"), and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “"Offer Documents”"). The Parent and the Purchaser shall cause Merger Sub agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) laws and, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common StockCompany's stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation or warranty is made by the Parent or the Purchaser Merger Sub with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser Merger Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common StockShares, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the The Parent, the Purchaser Merger Sub and the Company each shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Parent and the Purchaser Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders stockholders of shares of Company Common Stockthe Company. The Parent and the Purchaser Merger Sub shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser Merger Sub or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase (the “Offer to Purchase”) and a form of the related letter of transmittaltransmittal (the “Letter of Transmittal”), the forms of which shall be reasonably acceptable to the Company, and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws laws and (ii) on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all reasonable steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawlaw, and the Parent and the Purchaser shall take all reasonable steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and or supplemented to be filed with the SEC and the other Offer Documents as so amended and or supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification a reasonable summary of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer or any Offer Document promptly after the receipt thereof, shall reasonably consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification a reasonable summary of any oral responses thereto of the Parent or the Purchaser or their counsel. Subject to the foregoing, the Parent and the Purchaser shall respond to any such comments promptly after they are received.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase (the “Offer to Purchase”) and a form of the related letter of transmittaltransmittal (the “Letter of Transmittal”), the forms of which shall be reasonably acceptable to the Company, and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws and laws and, (ii) on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 misleadingmisleading in any material respect, except that no covenant is made by the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawlaw, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase (the “Offer to Purchase”) and a form of the related letter of transmittaltransmittal (the “Letter of Transmittal”), the forms of which shall be reasonably acceptable to the Company, and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws laws and (ii) on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or any of its stockholders Affiliates in writing specifically for inclusion in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all reasonable steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, including requirements of the SEC, and the Parent and the Purchaser shall take all reasonable steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and or supplemented to be filed with the SEC and the other Offer Documents as so amended and or supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email e-mail notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer or any Offer Document promptly after the receipt thereof, shall reasonably consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email e-mail notification of any oral responses thereto of the Parent or the Purchaser or their counsel. Subject to the foregoing, the Parent and the Purchaser shall respond to, and shall use their reasonable best efforts to do so as promptly as practicable, any such comments after they are received.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and a form of the related letter of transmittal, the forms of which shall be reasonably acceptable to the Company, and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws laws and (ii) on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, to 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 the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawlaw, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer or any Offer Document promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel. Subject to the foregoing, the Parent and the Purchaser shall respond to any such comments promptly after they are received.

Schedule TO and Offer Documents. On As soon as practicable on the date of the commencement of the OfferOffer in accordance with Section 1.1(a), the Parent and the Purchaser shall file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the “Schedule TO”) with respect to the Offer). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase and Purchase, a form of the related letter of transmittal, the forms a form of which shall summary advertisement and any schedule or form required to be reasonably acceptable filed pursuant to the Company, and ancillary documents and instruments pursuant Instructions to which the Offer will be made Schedule TO (collectively, together with any amendments, supplements or amendments and exhibits thereto, the “Offer Documents”). The Purchaser may, but shall not be required to, provide guaranteed delivery procedures for the tender of Company Shares in the Offer; provided, however, that if Purchaser provides guaranteed delivery procedures, for purposes of determining whether the Minimum Condition has been satisfied, Parent and Purchaser shall include for purposes of its determination thereof Company Shares tendered in the Offer pursuant to guaranteed delivery procedures (and such Company Shares shall be deemed to be validly tendered) if and only if Company Shares subject to such guarantees have been received by, or on behalf of, Purchaser as of the Expiration Date. Parent and Purchaser agree to cause the Offer Documents to be disseminated to holders of Company Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Purchaser shall cause the Offer Documents to (i) to comply in all material respects with the applicable requirements of applicable U.S. federal securities Laws the Exchange Act and (ii) on as of the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common StockShares, 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 the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to Parent and Purchaser, on the one hand, and the Company’s compliance with Section 1.2(e), on the Parent other hand, agree to promptly notify the other party and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and agrees to cause the Schedule TO Offer Documents, as so amended and supplemented corrected, to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockShares, in each case case, as and to the extent required by applicable U.S. federal securities LawsLaw, or by the SEC or its staff or NASDAQ. The Prior to an Adverse Recommendation Change, the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Purchaser shall consider in good faith any amendments thereto comments from the Company or its counsel. In addition, prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. The an Adverse Recommendation Change, Parent and the Purchaser shall provide in writing to the Company and its counsel with a copy of any written comments or telephonic or email notification of other material written communications (and shall orally describe any oral comments the Parentor other material oral communication), the that Parent and Purchaser or their counsel may receive from time to time from the SEC or its staff or any other Governmental Authority with respect to the Schedule TO or the Offer Documents promptly after the receipt thereofreceipt, shall consult with and any written or oral responses thereto. Prior to an Adverse Recommendation Change, the Company and its counsel prior shall be given a reasonable opportunity to responding participate in the formulation of any response to any such comments of the SEC or any other Governmental Authority or its staff, including a reasonable opportunity to review and comment on any such responses, which comments Parent and Purchaser shall consider in good faith. Parent and Purchaser shall use commercially reasonable efforts to respond promptly to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.

Schedule TO and Offer Documents. On As soon as practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), the Parent and the Purchaser Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO , which shall contain as an exhibit or incorporate by reference an offer to purchase and a form the related forms of the related letter of transmittaltransmittal and summary advertisement, the forms of which shall be reasonably acceptable to the Companyif any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent , and the Purchaser shall (ii) mail (or cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 1.2(b), the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities Laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, comply in all material respects with the applicable requirements of applicable U.S. federal securities Laws and (ii) the Exchange Act and, on the date first filed with the SEC and on each date published, sent or given to the holders of shares of Company Common StockStockholders, do 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 . The Company shall ensure that no covenant is made by the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents does not, on the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser shall take all steps necessary to cause date the Offer Documents are first sent to the Company Stockholders and at the Expiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be disseminated stated therein or necessary in order to holders make the statements therein, in light of shares of Company Common Stockthe circumstances under which they are made, as and to the extent required by applicable U.S. federal securities Lawsnot misleading. Each of Parent and Merger Sub, on the Parentone hand, the Purchaser and the Company Company, on the other hand, shall promptly correct or supplement any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. Parent and the Purchaser Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so amended and supplemented corrected, to be filed with the SEC and the other Offer Documents Documents, as so amended and supplemented corrected, to be disseminated to holders of shares of the Company Common StockStockholders, in each case as and to the extent required by applicable U.S. federal securities Laws. The Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or dissemination its staff with respect to the holders of shares of Company Common Stock. The Parent Schedule TO and the Purchaser shall Offer Documents promptly after receipt thereof, and (ii) provide the Company and its counsel with a copy reasonable opportunity to participate in the formulation of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding response to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto comments of the Parent SEC or the Purchaser or their counselits staff.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the “Offer to Purchase”), a form of the related letter of transmittaltransmittal (the “Letter of Transmittal”), the forms a form of which shall be reasonably acceptable to the Companynotice of guaranteed delivery, and ancillary documents and instruments instruments, including a summary advertisement, pursuant to which the Offer will be made (collectively, and together with the Schedule TO and any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause Merger Sub agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) that, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation or warranty is or will be made by the Parent or the Purchaser Merger Sub with respect to information supplied by the Company or any holder of its stockholders shares of Company Common Stock in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser Merger Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser Merger Sub and the Company each shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Parent and the Purchaser Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and or supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockSEC, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents or reasonably requested by Parent and Merger Sub for inclusion therein. The Company and its counsel shall be given reasonable and adequate opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to sufficiently in advance of the filing thereof with the SEC or dissemination to the holders of shares of Company Common StockCompany’s stockholders. The Parent and the Purchaser Merger Sub shall provide the Company and its the Company’s counsel with a copy of any and all written comments or and telephonic or email notification of any and all oral comments the that Parent, the Purchaser Merger Sub or their counsel may receive from the SEC or the SEC’s staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its the Company’s counsel prior to responding to any such comments, and shall provide the Company and its the Company’s counsel with a copy of any and all written responses thereto and telephonic or email notification of any and all oral responses thereto of the Parent or the Purchaser Merger Sub or their counsel. Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company or the Company’s counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “"Schedule TO”") with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the "Offer to Purchase"), a form of the related letter of transmittal, transmittal (the forms "Letter of which shall be reasonably acceptable to the CompanyTransmittal"), and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “"Offer Documents”"). The Parent and the Purchaser shall cause Merger Sub agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) laws and, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common StockCompany's stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation or warranty is made by the Parent or the Purchaser Merger Sub with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser Merger Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common StockShares, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the The Parent, the Purchaser Merger Sub and the Company each shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Parent and the Purchaser Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders stockholders of shares of Company Common Stockthe Company. The Parent and the Purchaser Merger Sub shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser Merger Sub or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file (or cause to be filed) with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and a form of the related letter of transmittal, the forms of which shall be reasonably acceptable to the Company, and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all steps reasonably necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser Parent and the Company Purchaser, on the one hand, and the Company, on the other hand, shall promptly correct any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common StockStock and the Parent and the Purchaser shall consider such comments (that are provided in a timely manner) in good faith. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel. The Parent and the Purchaser shall respond to any such comments as promptly as practicable after they are received.

Schedule TO and Offer Documents. On As promptly as practicable on the date of commencement of the Offer, the Parent and the Purchaser Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the “Schedule TO”) with respect to that shall include the Offer. The Schedule TO shall contain an offer to purchase summary term sheet required thereby and, as exhibits or incorporated by reference thereto, the Offer and a form forms of the related letter of transmittal, the forms of which shall be reasonably acceptable to the Company, transmittal and all other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any all amendments and supplements or amendments thereto, the “Offer Documents”). The Parent , and the Purchaser shall (ii) cause the Offer Documents (i) to be disseminated to the holders of Company Shares. The Schedule TO will, when filed by Parent and Merger Sub with the SEC, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company and its Subsidiaries that may be required by applicable U.S. federal securities Laws and (ii) on the date first filed with the SEC and on each date published, sent Legal Requirements or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 reasonably requested by the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically Merger Sub for inclusion in the Schedule TO or the Offer Documents. Subject to Parent and Merger Sub, on the one hand, and the Company’s compliance with Section 1.2(e), on the Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stockother hand, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company shall will promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to Merger Sub will cause the Schedule TO as so amended and supplemented corrected to be filed with the SEC and the other Offer Documents as so amended and supplemented corrected to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable U.S. federal securities LawsLegal Requirements. The Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO and the Offer Documents and any amendments thereto prior to filing such documents with the filing thereof with SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall provide in writing to the Company and its counsel any comments or other communications, whether written or oral, that the Parent or Merger Sub or their counsel may receive in writing from time to time from the SEC or dissemination its staff with respect to the holders of shares of Company Common Stock. The Schedule TO and the Offer Documents promptly upon receipt thereof, and Parent and the Purchaser Merger Sub shall provide the Company and its counsel a reasonable opportunity to provide comments on Parent’s and Merger Sub’s response to those comments (to which reasonable and good faith consideration shall be given) and to participate with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser Parent and Merger Sub or their counsel may receive from in any material discussions or meetings with the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and or its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counselstaff.

Schedule TO and Offer Documents. On the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), the Parent and the Purchaser Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO , which shall contain as an exhibit or incorporate by reference an offer to purchase and a form the related forms of the related letter of transmittaltransmittal and summary advertisement, the forms of which shall be reasonably acceptable to the Companyif any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws , and (ii) on mail (or cause to be mailed) the date first filed with the SEC and on each date published, sent or given Offer Documents to all Company Common Stockholders. Subject to the holders provisions of shares Section 1.2(b), the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Common Stock, not Board set forth in Section 3.2(c) and a description of the Company Board Recommendation. The Company shall promptly furnish to contain any untrue statement of a material fact or omit to state any material fact Parent and Merger Sub in writing all information concerning the Company that is either required by applicable securities Laws to be stated therein or necessary included 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 the Parent Schedule TO or the Purchaser with respect to information supplied Offer Documents, or reasonably requested by the Company or any of its stockholders in writing specifically Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Subject to Each of Parent and Merger Sub, on the one hand, and the Company’s compliance with Section 1.2(e), on the Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stockother hand, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company shall promptly correct or supplement any information provided by it for use in the Schedule TO or the other Offer Documents if and to the extent that such information is required to be corrected by the Exchange Act, the SEC or its staff or NASDAQ or to the extent such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the . Parent and the Purchaser Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so amended and supplemented corrected, to be filed with the SEC and the other Offer Documents Documents, as so amended and supplemented corrected, to be disseminated to holders of shares of the Company Common StockStockholders, in each case as and to the extent required by applicable U.S. federal securities Laws. The Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination and shall give due consideration to the holders of shares of Company Common Stockreasonable additions, deletions or changes suggested thereto. The Parent and the Purchaser Merger Sub shall provide to the Company and its counsel with a copy of any written and all comments or telephonic or email notification of any oral comments the that Parent, the Purchaser Merger Sub or their counsel may receive from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after the receipt thereof, shall consult with the Company thereof and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy reasonable opportunity to participate in the formulation of any written responses thereto and telephonic or email notification of response to any oral responses thereto such comments of the Parent SEC or the Purchaser or their counselits staff.

Schedule TO and Offer Documents. On As soon as practicable on the date of the commencement of the OfferOffer in accordance with Section 1.01(a), the Parent and the Purchaser Merger Sub shall file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the “Schedule TO”) with respect to the Offer). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase and Purchase, a form of the related letter Letter of transmittalTransmittal, the forms a form of which shall summary advertisement and any schedule or form required to be reasonably acceptable filed pursuant to the Company, and ancillary documents and instruments pursuant Instructions to which the Offer will be made Schedule TO (collectively, together with any amendments, supplements or amendments and exhibits thereto, the “Offer Documents”). The Merger Sub may, but shall not be required to, provide guaranteed delivery procedures for the tender of shares of Company Common Stock in the Offer; provided, however, that if Merger Sub provides guaranteed delivery procedures, for purposes of determining whether the Minimum Condition has been satisfied, Parent and Merger Sub shall include for purposes of its determination thereof shares of Company Common Stock tendered in the Purchaser Offer pursuant to guaranteed delivery procedures (and such shares of Company Common Stock shall be deemed to be validly tendered) if and only if shares of Company Common Stock subject to such guarantees have been received by, or on behalf of, Merger Sub as of the Expiration Date. Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to (i) to comply in all material respects with the applicable requirements of applicable U.S. federal securities Laws the Exchange Act and (ii) on as of the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact 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 representation, warranty or covenant is made by the Parent or the Purchaser Merger Sub with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to Parent and Merger Sub, on the one hand, and the Company’s compliance with Section 1.2(e), on the Parent other hand, agree to promptly notify the other party and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule TO or the other Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable LawLaws, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and Merger Sub agree to cause the Schedule TO Offer Documents, as so amended and supplemented corrected, to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case case, as and to the extent required by applicable U.S. federal securities Laws, or by the SEC or its staff or NASDAQ. The Company shall promptly furnish or otherwise make available to Parent and Merger Sub or Parent’s legal counsel all information concerning the Company that may be required in connection with any action contemplated by this Section 1.01(f). Except following an Adverse Recommendation Change, the Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents and any amendments thereto prior to the filing thereof before they are filed with the SEC or dissemination to the holders of shares of Company Common Stock. The SEC, and Parent and Merger Sub shall consider in good faith any comments from the Purchaser Company or its counsel. In addition, except following an Adverse Recommendation Change, Parent and Merger Sub shall provide in writing to the Company and its counsel with a copy of any written comments or telephonic or email notification of other material written communications (and shall orally describe any oral comments the Parentor other material oral communication), the Purchaser that Parent and Merger Sub or their counsel may receive from time to time from the SEC or its staff or any other Governmental Entity with respect to the Schedule TO or the Offer Documents promptly after the receipt thereofreceipt, shall consult with and any written or oral responses thereto. Except following an Adverse Recommendation Change, the Company and its counsel prior shall be given a reasonable opportunity (i) to responding review and comment on any response to any such comments of the SEC or any other Governmental Entity or its staff, which comments Parent and Merger Sub shall consider in good faith and (ii) to participate in any discussions with the SEC or its staff concerning such comments to the extent such participation is permitted by the SEC or its staff. Parent and Merger Sub shall use commercially reasonable efforts to respond promptly to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.