Common use of Schedule TO; Offer Documents Clause in Contracts

Schedule TO; Offer Documents. As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an offer to purchase and a related letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate the Offer Documents to the holders of the Company Common Stock as and to the extent required by applicable Law. The Company shall furnish to Parent and Merger Sub all information concerning the Company required by applicable Law to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 promulgated under the OfferExchange Act), Parent and Merger Sub shall 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, which shall include contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”), and a forms of the related letter of transmittal and transmittal, a summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein and instruments pursuant to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (collectively, together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to the be disseminated to all holders of Shares (collectively, the “Company Common Stock as and to the extent required by applicable LawStockholders”). The Company shall promptly after the date hereof furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities laws or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Schedule TO and the Offer Documents (i) to comply in all material respects with the Exchange Act and all other applicable laws Laws. Parent and (ii) Merger Sub hereby further agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant representation or warranty is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents 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. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall 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 its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and Merger Sub shall (i) prepare and 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, which shall include contain as an offer exhibit or incorporate by reference an Offer to purchase Purchase, or portions thereof (the “Offer to Purchase”), and a related forms of the letter of transmittal and summary advertisement containing the terms set forth advertisement, if any, in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which respect of the Offer will be made, (together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate cause the Offer Documents to be disseminated to all holders of Company Shares (collectively, the holders “Company Stockholders”). Subject to the provisions of Section 7.4, the Schedule TO and the Offer Documents may include a description of the determinations, approvals and recommendations of the Company Common Stock as and to the extent required by applicable LawBoard set forth in Section 2.2(a). The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities laws or reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Documents so as to enable Parent and Merger Sub to comply with their obligations under Section 2.1(a). Parent and the Company shall promptly correct any cooperate in good faith to determine the information provided by it for use regarding the Company that is necessary or reasonably appropriate to include in the Schedule TO and the Offer Documents if and in order to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by satisfy applicable Lawsecurities laws. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Schedule TO and the Offer Documents (i) to comply in all material respects with the Exchange Act and all other applicable laws Legal Requirements. Parent and (ii) Merger Sub hereby agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant representation or warranty is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company shall promptly update or correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so updated or corrected, to be filed with the SEC and the other Offer Documents, as so updated or corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall 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 its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and Merger Sub shall (i) prepare and 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, which shall include contain as an offer exhibit or incorporate by reference an Offer to purchase Purchase, or portions thereof (the “Offer to Purchase”), and a related forms of the letter of transmittal and summary advertisement containing the terms set forth advertisement, if any, in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which respect of the Offer will be made, (together with any supplements or amendments thereto, the “Offer Documents”) ), and (ii) disseminate cause the Offer Documents to be disseminated to all holders of Company Shares and (in compliance with applicable securities laws of the Province of Ontario, Canada) to all holders of Company Exchangeable Preferred Stock (collectively, the “Company Securityholders”). Subject to the provisions of Section 6.4 hereof, the Schedule TO and the Offer Documents may include a description of the determinations, approvals and recommendations of the Company Common Stock as and to Board (based upon a unanimous recommendation of the extent required by applicable LawSpecial Committee) set forth in Section 1.2(a) hereof. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities laws or reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Schedule TO and the Offer Documents (i) to comply in all material respects with the Exchange Act and all other applicable laws Legal Requirements. Parent and (ii) Merger Sub hereby agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant representation or warranty is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents 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. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Securityholders, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall 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 its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Merger Sub and Parent shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which shall include contain or shall incorporate by reference an offer to purchase relating to the Offer (the “Offer to Purchase”) and a forms of the related letter of transmittal and transmittal, a related summary advertisement containing in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein and instruments pursuant to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (the Schedule TO, the Offer to Purchase and such other documents, together with any all exhibits, supplements or and amendments thereto, being referred to herein collectively as the “Offer Documents”) and (ii) disseminate cause the Offer Documents to the be disseminated to all holders of the shares of Company Common Stock (collectively, the “Company Stockholders”) as and to the extent required by applicable Lawthe Exchange Act. The Company shall furnish to Parent and Merger Sub all information concerning the Company required by applicable Law to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Schedule TO and the other Offer Documents (i) to comply in all material respects with the provisions of the Exchange Act Act, the rules and regulations promulgated thereunder and all other applicable laws Legal Requirements. Parent and (ii) Merger Sub hereby further agree that the Schedule TO and the Offer Documents, when filed with the SEC, at the time of any amendment or supplement thereto, on the date first published, sent or given to the Company Stockholders and at the time of consummation of the Offer, 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; provided, however, that no representation or warranty is made or covenant is made agreed to by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. Except to the extent subsequently amended, modified or supplemented in a subsequently filed Schedule TO or Offer Document, the Company hereby agrees that the information provided by the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents, when filed with the SEC, at the time of any amendment or supplement thereto, on the date first published, sent or given to the Company Stockholders and at the time of consummation of the Offer, 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. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable securities laws or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents. Each of Parent, Merger Sub and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to the Company Stockholders. In addition, Parent and Merger Sub shall provide the Company and its counsel promptly with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any proposed written or oral responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel and to participate in any substantive telephonic communications with the staff of the SEC related thereto.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and Merger Sub shall (i) prepare and 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, which shall include contain as an offer exhibit or incorporate by reference an Offer to purchase Purchase, or portions thereof (the “Offer to Purchase”), and a related forms of the letter of transmittal and summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and such other ancillary documents and instruments that are required to be filed in connection with the documents included therein pursuant to which filing of the Offer will be made, Schedule TO (collectively and together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate cause the Offer Documents to the be disseminated to all holders of Company Shares (collectively, the “Company Common Stock Stockholders”) as and to the extent required by applicable Lawthe Exchange Act. Subject to the provisions of Section 7.2 hereof, the Schedule TO and the Offer Documents may include a description of the determinations, approvals and recommendations of the Company Board set forth in Section 2.2(a) hereof. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities laws or reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Schedule TO and the Offer Documents (i) to comply in all material respects with the Exchange Act and all other applicable laws Law. Parent and (ii) Merger Sub hereby agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant representation or warranty is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents 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. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall 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 its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and Merger Sub shall (i) prepare and 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, which shall include contain as an offer exhibit or incorporate by reference an Offer to purchase Purchase, or portions thereof (the “Offer to Purchase”), and a related forms of the letter of transmittal and summary advertisement containing the terms set forth advertisement, if any, in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which respect of the Offer will be made, (together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate cause the Offer Documents to be disseminated to all holders of Company Common Stock (collectively, the holders “Company Stockholders”). Subject to the provisions of Section 5.4 hereof, the Schedule TO and the Offer Documents may include a description of the determinations, approvals and recommendations of the Company Common Stock as and to the extent required by applicable LawBoard set forth in Section 1.2(a) hereof. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Applicable Law to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided or reasonably requested by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend for inclusion in the Schedule TO or supplement the Offer Documents and so as to cause the Offer Documents, as so amended or supplemented, enable Parent to be filed comply with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Lawits obligations under Section 1.1(a). Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Schedule TO and the Offer Documents (i) to comply in all material respects with the Exchange Act and all other applicable laws Applicable Law. Parent and (ii) Merger Sub hereby agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant representation or warranty is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by the Company in writing expressly for inclusion or incorporation by reference in the Schedule TO or the Offer Documents 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. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by Applicable Law. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall 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 its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of commencement of the OfferOffer is commenced, Parent and Merger Sub shall, and Parent shall (i) cause Merger Sub to, file with the SEC Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase and a related purchase, letter of transmittal and transmittal, summary advertisement containing the terms set forth in this Agreement and Exhibit A other required ancillary offer documents (such Schedule TO, as amended from time to time, TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate cause the Offer Documents to be disseminated to the holders Company Shareholders in accordance with the applicable requirements of the Exchange Act. Subject to the ability of the Company Common Stock as to make a Recommendation Withdrawal pursuant to and in accordance with Section 6.2(e), the Company hereby consents to the extent required by inclusion in the Offer Documents of the Company Board Recommendation. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable LawLaws. The Company shall as promptly as practicable furnish to Parent and Merger Sub all information concerning the Company required by applicable Law the Exchange Act to be set forth in the Offer Documents. Each of ParentThe Company, Parent and Merger Sub and the Company shall each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain contains any untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, howeverand Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Company Shareholders, in each case as and to the extent required by applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to its filing with the SEC (including any amendments or supplements thereto), 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 the Company and its counsel with (i) any comments or other communications, whether written or oral, that no covenant is made by Parent or Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer DocumentsDocuments promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). Parent and Merger Sub shall use reasonable best efforts to respond as promptly as practicable to any such comments.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of commencement of the OfferOffer is commenced, Parent and Merger Sub shall, and Parent shall (i) cause Merger Sub to, file with the SEC Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase and a related purchase, letter of transmittal and transmittal, summary advertisement containing the terms set forth in this Agreement and Exhibit A other required ancillary offer documents (such Schedule TO, as amended from time to time, TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate cause the Offer Documents to be disseminated to the holders Company Shareholders in accordance with the applicable requirements of the Exchange Act. Subject to the ability of the Company Common Stock as to make a Recommendation Withdrawal pursuant to and in accordance with Section 6.2, the Company hereby consents to the extent required by inclusion in the Offer Documents of the Company Board Recommendation. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable LawLaws. The Company shall as promptly as practicable furnish to Parent and Merger Sub all information concerning the Company required by applicable Law the Exchange Act to be set forth in the Offer Documents. Each of ParentThe Company, Parent and Merger Sub and the Company shall each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain contains any untrue statement of a material fact or omit omits to state any a 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, howeverand Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Company Shareholders, in each case as and to the extent required by applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to its filing with the SEC (including any amendments or supplements thereto), 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 the Company and its counsel with (i) any comments or other communications, whether written or oral, that no covenant is made by Parent or Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer DocumentsDocuments promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to review the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). Parent and Merger Sub shall use reasonable best efforts to respond as promptly as practicable to any such comments.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and 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, which Schedule TO shall include contain as an exhibit the offer to purchase and a related forms of the letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A (such Schedule TOadvertisement, as amended from time to timeif any, and the documents included therein pursuant to which other customary ancillary documents, in each case, in respect of the Offer will be made, (together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to the holders of the be disseminated to all Company Common Stock Stockholders as and to the extent required by applicable Lawthe Exchange Act. Subject to the provisions of Section 6.2(f), the Schedule TO and the Offer Documents may include (and the Company hereby consents to such inclusion) a description of the determinations, approvals and recommendations of the Company Board set forth in Section 2.2(a) that relate to the Offer (such determinations, approvals and recommendations are referred to collectively as the “Company Board Recommendation”). The Company shall agrees to promptly furnish to Parent and Merger Sub all information concerning the Company and its Subsidiaries that is required by applicable Law to be set forth included in the Schedule TO or the Offer Documents. Parent, Merger Sub and the Company shall cooperate in good faith to determine and include the information regarding the Company that is necessary, reasonably appropriate, or otherwise reasonably requested by Parent for inclusion in the Schedule TO and the Offer Documents in order to satisfy applicable Laws. Each of Parent, Merger Sub and the Company shall agrees to promptly correct any information provided by it or on its behalf for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect and to correct any material omissions therefrom, supplement the information contained in the Schedule TO and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub include any information that shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. Parent and Merger Sub agree to take all steps necessary to cause the Schedule TO and the Offer Documents, howeveras so corrected or supplemented, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable Laws or the NASDAQ. Unless the Company Board has effected a Company Adverse Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable). Parent and Merger Sub shall provide in writing to the Company and its counsel any and all comments or other communications, whether written or oral, that no covenant is made by Parent or Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to information supplied by or on behalf the Schedule TO and the Offer Documents promptly after such receipt, and unless the Company Board has effected a Company Adverse Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the Company for inclusion SEC or incorporation by reference in the Offer Documentsits staff (including a reasonable opportunity to review and comment on any such response).

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 promulgated under the OfferExchange Act), Parent and Merger Sub shall shall: (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal and transmittal, a summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein pursuant and instruments to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (collectively, together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to the holders of be disseminated to the Company Common Stock as and to the extent required by applicable LawStockholders. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents. Each of Parent, Merger Sub and The Company hereby consents to the Company shall promptly correct any information provided by it for use inclusion in the Offer Documents if and of all information relating to (A) the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders recommendation of the Company Common StockBoard, (B) Xxxxxxx and the Company Financial Advisor (including the amount of fees and other consideration that Xxxxxxx and the Company Financial Advisor will receive upon consummation of or as a result of the Offer and the Merger, and the conditions therefor), (C) the opinion of the Company Financial Advisor referred to in each caseSection 5.27, as and (D) the information that formed the basis for rendering such opinion, subject to the extent required approval of the form of such disclosure by applicable Lawthe Company Financial Advisor (which approval the Company shall use its best efforts to obtain). Parent and Merger Sub shall promptly provide use reasonable best efforts to cause the Company Schedule TO and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and all other applicable laws Laws. Parent and (ii) Merger Sub hereby further agree that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company 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 for inclusion or incorporation by reference in the Offer Documents 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. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review the Schedule TO and the Offer Documents (including any supplement or amendment thereto) prior to the filing thereof with the SEC and mailing thereof and shall give reasonable and good faith consideration to comments made by the Company and its counsel. Parent and Merger Sub shall 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 its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review any written response to any such written comments of the SEC or its staff and shall give reasonable and good faith consideration to comments made by the Company and its counsel. The Company and its counsel shall also have the opportunity to participate in discussions with the SEC relating to such comments to the extent reasonable, appropriate and practicable.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO filed under cover of Schedule TO with respect to the Offer, which shall include contain an offer to purchase and a related letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate the Offer Documents to the holders of the Company Common Stock as and to the extent required by applicable Law). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by applicable Law the Exchange Act to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so amended or supplemented, supplemented to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, case as and to the extent required by applicable Lawfederal securities Laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall provide the Company and its counsel with copies of any written commentsall correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand, and shall inform use its reasonable best efforts to give the Company and its counsel the opportunity to participate in any substantive telephonic or in-person communications with the staff of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsrelated thereto. Except from and after an Adverse Recommendation Change, prior Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders stockholders of the Company Common StockCompany, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company response, and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly give reasonable consideration to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documentssuch comments.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which shall include contain an offer to purchase and a related letter of transmittal and summary advertisement containing advertisement, a notice of appraisal rights as contemplated by Section 262(d)(2) of the terms set forth in this Agreement DGCL and Exhibit A other appropriate ancillary offer documents (such Schedule TO, as amended from time to time, TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) ), and (ii) disseminate cause the Offer Documents to be disseminated to the holders stockholders of the Company Common Stock as and to the extent required by applicable LawUnited States federal securities Laws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by applicable Law the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub shall cause the Schedule TO and the other Offer Documents to comply in all material respects with the Exchange Act and all other applicable Law. Each of Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so amended or supplemented, supplemented to be filed with the SEC and disseminated to the holders stockholders of the Company Common StockCompany, in each case, case as soon as reasonably practicable and as and to the extent required by applicable LawUnited States federal securities Laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company and its counsel with copies of any written commentsall correspondence between them and their Representatives, on the one hand, and shall inform the Company and its counsel of any oral commentsSEC, that Parent, Merger Sub or their counsel may receive from on the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsother hand. Except from and after an Adverse Recommendation Change, prior Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders stockholders of the Company Common StockCompany, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company response, and its counsel Parent and Merger Sub shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documentssuch comments.

Schedule TO; Offer Documents. As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an offer to purchase and a related letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate the Offer Documents to the holders of the Company Common Stock as and to the extent required by applicable U.S. federal securities Law. The Company shall furnish to Parent and Merger Sub all information concerning the Company and the holders of Company Common Stock required by the Exchange Act or other applicable Law to be set forth in the Offer Documents and all other information concerning the Company and the holders of Company Common Stock as reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents (and the Company shall furnish to Parent and Merger Sub all information necessary to amend or supplement the Offer Documents) and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 promulgated under the OfferExchange Act), Parent and Merger Sub shall 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, which shall include contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”), and a forms of the related letter of transmittal and transmittal, a summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein pursuant and instruments to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (collectively, together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to the holders of be disseminated to the Company Common Stock Shareholders as and to the extent required by applicable Lawthe Exchange Act. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents. Parent and Merger Sub shall use reasonable best efforts to cause the Schedule TO and the Offer Documents to comply in all material respects with the Exchange Act and all other applicable Laws. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of . Parent and Merger Sub shall take all steps necessary to amend or supplement cause the Offer Documents Schedule TO and to cause the Offer Documents, as so amended or supplementedcorrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of the Company Common StockShareholders, in each case, case as and to the extent required by applicable LawLaws. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such the Schedule TO and the Offer Documents or response (it being understood that and any amendments thereto, in any case prior to the Company filing thereof with the SEC, and its counsel Parent and Merger Sub shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly provide to the Company and its counsel any and all written comments (and summaries of all oral comments) that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Schedule TO and the Offer Documents. In additionDocuments promptly after receipt thereof, and Parent and Merger Sub shall cause provide the Offer Documents (i) Company and its counsel a reasonable opportunity to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub provide comments with respect to information supplied by or on behalf any response to any such comments of the Company for inclusion SEC or incorporation by reference its staff (which comments shall be given reasonable and good faith consideration) and an opportunity to participate in any discussions with the Offer DocumentsSEC or its staff concerning such comments to the extent reasonable and appropriate.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 promulgated under the OfferExchange Act), Parent and Merger Sub shall 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, which shall include contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”), and a forms of the related letter of transmittal and transmittal, a summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein pursuant and instruments to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (collectively, together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to the holders of be disseminated to the Company Common Stock as and to the extent required by applicable LawShareholders. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents. Parent and Merger Sub shall use reasonable efforts to cause the Schedule TO and the Offer Documents to comply in all material respects with the Exchange Act and all other applicable Laws. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of . Parent and Merger Sub shall take all steps necessary to amend or supplement cause the Offer Documents Schedule TO and to cause the Offer Documents, as so amended or supplementedcorrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of the Company Common StockShareholders, in each case, case as and to the extent required by applicable LawLaws. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such the Schedule TO and the Offer Documents or response (it being understood that including any amendments thereto), in any case prior to the Company filing thereof with the SEC, and its counsel Parent and Merger Sub shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly provide to the Company and its counsel any and all written comments (and summaries of all material oral comments) that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Schedule TO and the Offer Documents. In additionDocuments promptly after receipt thereof, and Parent and Merger Sub shall cause provide the Offer Documents Company and its counsel a reasonable opportunity to review and comment on any written response to any such written comments of the SEC or its staff (ito which comments Parent shall give reasonable and good faith consideration) and an opportunity to comply participate in all material respects any discussions with the Exchange Act SEC or its staff concerning such comments to the extent reasonable and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documentsappropriate.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 promulgated under the OfferExchange Act), Parent and Merger Sub shall 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, which shall include contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”), and a forms of the related letter of transmittal and transmittal, a summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein pursuant and instruments to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (collectively, together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to the holders of be disseminated to the Company Common Stock as and to the extent required by applicable LawStockholders. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of . Parent and Merger Sub shall take all steps necessary to amend or supplement cause the Offer Documents Schedule TO and to cause the Offer Documents, as so amended or supplementedcorrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of the Company Common StockStockholders, in each case, case as and to the extent required by applicable LawLaws. Parent and Merger Sub shall promptly provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents (and any amendments thereto required to be filed with copies of any written commentsthe SEC pursuant to the Exchange Act) prior to the filing thereof with the SEC, and Parent and Merger Sub shall inform give reasonable consideration to any such comments. Parent and Merger Sub shall provide to the Company and its counsel copies of any and all written comments (and summaries of any oral comments, ) that Parent, 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 of such comments. Except from thereof, and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or participate in the formulation of any response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any such comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documentsstaff.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on after the date of commencement the filing of the OfferAmended Offer Documents with the SEC, Parent and Merger Acquisition Sub shall (i) file with cause the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an offer to purchase and a related letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate the Amended Offer Documents to the be disseminated to all holders of the Company Common Stock Shares as and to the extent required by applicable Lawthe Exchange Act. Subject to the provisions of Section 6.3, the Schedule TO and the Amended Offer Documents may include a description of the determinations, approvals and recommendations of the Company Board set forth in Section 2.2(a) and Section 6.3(a) that relate to the Offer. The Company shall furnish in writing to Parent and Merger Acquisition Sub all information concerning the Company and its Subsidiaries that is required by applicable Law to be set forth included in the Schedule TO or the Amended Offer DocumentsDocuments so as to enable Parent and Acquisition Sub to comply with their obligations under this Section 2.1(g). Parent, Acquisition Sub and the Company shall cooperate in good faith to determine and include the information regarding the Company that is necessary, reasonably appropriate, or otherwise reasonably requested by Parent for inclusion in the Schedule TO and the Amended Offer Documents in order to satisfy applicable Laws. Each of Parent, Merger Acquisition Sub and the Company shall promptly correct any information provided by it or any of its respective directors, officers, employees, affiliates, agents or other representatives for use in the Schedule TO or the Amended Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the information contained in the Schedule TO and the Amended Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub include any information that shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. Parent and Acquisition Sub shall take all steps necessary to cause the Schedule TO and the Amended Offer Documents, howeveras so corrected or supplemented, to be filed with the SEC and the other Amended Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws, or by the SEC or its staff or the NYSE. Parent and Acquisition Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Amended Offer Documents prior to the filing thereof with the SEC, and Parent and Acquisition Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable). Parent and Acquisition Sub shall provide in writing to the Company and its counsel any and all comments or other communications, whether written or oral, that no covenant is made by Parent Parent, Acquisition Sub or Merger Sub their counsel may receive from the SEC or its staff with respect to information supplied by or on behalf the Schedule TO and the Amended Offer Documents promptly after such receipt, and Parent and Acquisition Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which Parent and Acquisition Sub shall give reasonable and good faith consideration to any comments made by the Company for inclusion and its counsel) and to participate in any discussions with the SEC or incorporation by reference in the Offer Documentsits staff regarding any such comments.

Schedule TO; Offer Documents. As promptly as reasonably practicable on Concurrently with the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall (i) prepare and 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, which shall include contain as an offer exhibit or incorporate by reference an Offer to purchase Purchase, or portions thereof (the “Offer to Purchase”), and a related forms of the letter of transmittal and summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and such other ancillary documents and instruments that are required to be filed in connection with the documents included therein pursuant to which filing of the Offer will be made, Schedule TO (collectively and together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate cause the Offer Documents to the holders of the be disseminated to all Company Common Stock Shareholders as and to the extent required by applicable Lawthe Exchange Act. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities laws or reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Schedule TO and the Offer Documents (i) to comply in all material respects with the Exchange Act and all other applicable laws Law. Parent and (ii) Merger Sub hereby agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant representation or warranty is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents 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. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Shareholders, in each case, as and to the extent required by applicable federal securities laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall 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 its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Merger Sub shall (i) 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 OfferOffer (together with all amendments, which shall include an supplements and exhibits thereto, the “Schedule TO”) and the related offer to purchase and a related purchase, letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, other ancillary offer documents and the documents included therein instruments pursuant to which the Offer will be mademade (such Schedule TO and documents, together with any all amendments, supplements or amendments and exhibits thereto, collectively, the “Offer Documents”) ), and (ii) disseminate cause the Offer Documents to the holders of be disseminated to the Company Common Stock Stockholders as and to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub all the information concerning the Company required by applicable Law to be set forth in the Offer DocumentsDocuments or reasonably requested by Parent and Merger Sub for inclusion in the Offer Documents to the extent reasonably available to the Company. Each of Parent and Merger Sub shall cause the Offer Documents to comply with the Exchange Act and all other applicable Law. Each of Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so amended or supplemented, supplemented to be filed with the SEC and disseminated to the holders of the Company Common StockStockholders, in each case, case as soon as reasonably practicable and as and to the extent required by applicable Law. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company and its counsel with copies of any written commentsall correspondence between them and the Parent Representatives, on the one hand, and shall inform the Company and its counsel of any oral commentsSEC, that Parent, Merger Sub or their counsel may receive from on the SEC or its staff other hand. Except with respect to the Offer Documents promptly any amendments filed after the receipt a Change of such comments. Except from and after an Adverse Recommendation ChangeBoard Recommendation, prior to the filing of the any Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common StockStockholders, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide to any comments thereon as soon as reasonably practicable) of the SEC with respect to such Offer Documents, and (B) Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company or and its counselcounsel on a timely basis. Parent and Merger Sub shall respond promptly Subject to any comments of Section 4.3, the SEC or its staff with respect Company hereby consents to the Offer Documents. In addition, Parent and Merger Sub shall cause inclusion in the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer DocumentsBoard Recommendation.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which shall include contain an offer to purchase and a related letter of transmittal and summary advertisement containing advertisement, a notice of appraisal rights as contemplated by Section 262(d)(2) of the terms set forth in this Agreement DGCL and Exhibit A other appropriate ancillary offer documents (such Schedule TO, as amended from time to time, TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) ), and (ii) disseminate cause the Offer Documents to be disseminated to the holders stockholders of the Company Common Stock as and to the extent required by United States federal securities Laws. Parent and Merger Sub shall cause the Schedule TO to comply in all material respects with the Exchange Act, the DGCL and all other applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by applicable Law the Exchange Act to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Parent, Merger Sub and the Company shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so amended or supplemented, supplemented to be filed with the SEC and disseminated to the holders stockholders of the Company Common StockCompany, in each case, case as soon as reasonably practicable and as and to the extent required by applicable LawUnited States federal securities Laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company and its counsel with copies of any written commentsall correspondence between them and their Representatives, on the one hand, and shall inform the Company and its counsel of any oral commentsSEC, that Parent, Merger Sub or their counsel may receive from on the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsother hand. Except from and after an Adverse Recommendation Change, prior Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders stockholders of the Company Common StockCompany, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company response, and its counsel Parent and Merger Sub shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and reasonable, good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documentssuch comments.

Schedule TO; Offer Documents. As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an offer to purchase and a related letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A and, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (such Schedule TOTO (including, if applicable, such Schedule 13E-3), as amended from time to time, and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate the Offer Documents to the holders of the Company Common Stock as and to the extent required by applicable Law. The Company shall furnish to Parent and Merger Sub all information concerning the Company required by applicable Law to be set forth in the Offer DocumentsDocuments (including, if applicable, any information required for a Rule 13E-3 transaction statement on Schedule 13E-3). Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 promulgated under the OfferExchange Act), Parent and Merger Sub shall 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, which shall include contain as an exhibit or incorporate by reference an offer to purchase purchase, and a forms of the related letter of transmittal and transmittal, a summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein pursuant and instruments to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (collectively, together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to the holders of be disseminated to the Company Common Stock as and to the extent required by applicable LawStockholders. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents. Parent and Merger Sub shall use reasonable efforts to cause the Schedule TO and the Offer Documents to comply in all material respects with the Exchange Act and all other applicable Laws. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of . Parent and Merger Sub shall take all steps necessary to amend or supplement cause the Offer Documents Schedule TO and to cause the Offer Documents, as so amended or supplementedcorrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of the Company Common StockStockholders, in each case, case as and to the extent required by applicable LawLaws. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such the Schedule TO and the Offer Documents or response (it being understood that prior to the Company filing thereof with the SEC, and its counsel Parent and Merger Sub shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counselsuch comments. Parent and Merger Sub shall respond promptly provide to the Company and its counsel any and all written comments of that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents. In additionDocuments promptly after receipt thereof, and Parent and Merger Sub shall cause provide the Offer Documents (i) Company and its counsel a reasonable opportunity to comply in all material respects with the Exchange Act review and other applicable laws and (ii) comment on any written response to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light such written comments of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by SEC or its staff. Parent or and Merger Sub with respect shall give reasonable consideration to information supplied by or on behalf any comments of the Company for inclusion or incorporation by reference in the Offer Documentsits counsel thereon.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 promulgated under the OfferExchange Act), Parent and Merger Sub shall Purchaser shall: (i) file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, 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, which shall include contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”), and a forms of the related letter of transmittal and summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein and instruments pursuant to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (collectively, together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to the holders of be disseminated to the Company Common Stock Stockholders as and to the extent required by applicable Lawthe Exchange Act. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation to the extent that the Company Board Recommendation has not been withheld, withdrawn, amended or modified in accordance with Section 6.2 hereof. The Company shall promptly furnish to Parent and Merger Sub Purchaser upon request all information concerning the Company that may be required by applicable Law to be set forth securities Laws or reasonably requested for inclusion in the Schedule TO and the Offer Documents. Parent and Purchaser shall cause the Schedule TO and the Offer Documents to comply in all material respects with the Exchange Act and all other applicable Laws. Each of Parent, Merger Sub Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of . Parent and Merger Sub Purchaser shall take all steps necessary to amend or supplement cause the Offer Documents Schedule TO and to cause the Offer Documents, as so amended or supplementedcorrected, to be filed with the SEC and the Offer Documents, as so corrected, to be disseminated to the holders of the Company Common StockStockholders, in each case, case as and to the extent required by applicable LawLaws. Parent and Merger Sub Purchaser shall promptly provide the Company and its counsel reasonable opportunity to review and comment on the Schedule TO and the Offer Documents and any amendments or supplements thereto, in any case prior to the filing thereof with copies of any written commentsthe SEC, and Parent and Purchaser shall inform give reasonable and good faith consideration to any comment made by the Company or its counsel. Parent and Purchaser shall provide to the Company and its counsel any and all written comments (and summaries of any all oral comments, ) that Parent, Merger Sub Purchaser 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 of such comments. Except from thereof, and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub Purchaser shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or participate in the formulation of any response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any such comments of the SEC or its staff and a reasonable opportunity to participate in any discussions with respect the SEC or its staff concerning such comments. Notwithstanding the foregoing, Parent and Purchaser shall not be required to provide the Company the opportunity to review or comment on (or include comments proposed by the Company in) or permit the Company to participate in any discussions regarding the Schedule TO or the Offer Documents. In addition, Parent and Merger Sub shall cause or any amendment or supplement thereto, or any comments thereon, to the Offer Documents (i) extent relating to comply in all material respects with any action that may be taken by the Exchange Act and other applicable laws and (ii) Company or the Company Board pursuant to not contain Section 6.2, any untrue statement of a material fact or omit to state any material fact required to action that may be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made taken by Parent or Merger Sub with respect to information supplied by Purchaser in connection therewith, or on behalf of the Company reasons for inclusion or incorporation by reference in the Offer Documentsany such actions.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of commencement of the OfferOffer is commenced, Parent and Merger Sub shall, and Parent shall (i) cause Merger Sub to, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase and a related purchase, letter of transmittal and transmittal, summary advertisement containing the terms set forth in this Agreement and Exhibit A other required ancillary offer documents (such Schedule TO, as amended from time to time, TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate cause the Offer Documents to be disseminated to the holders Company Shareholders in accordance with the applicable requirements of the Exchange Act. Subject to Section 6.03, the Company hereby consents to the inclusion in the Offer Documents of the Company Common Stock Board Recommendation. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as and to form in all material respects with the extent required by requirements of the applicable LawLaws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by applicable Law the Exchange Act to be set forth in the Offer Documents. Each of ParentThe Company, Parent and Merger Sub and the Company shall each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall further agree to take all steps necessary to amend or supplement cause the Offer Documents and to cause the Offer Documents, as so amended or supplemented, corrected to be filed with the SEC and disseminated to the holders of the Company Common StockShareholders, in each case, case as and to the extent required by applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents sufficiently in advance of its filing with the SEC (including any amendments or supplements thereto), and Parent and Merger Sub shall promptly give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall provide the Company and its counsel with copies of (i) any comments or other communications, whether written comments, and shall inform the Company and its counsel of any oral commentsor oral, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsthose comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, The Parent and Merger Sub shall (A) provide the Company and its counsel a use reasonable opportunity efforts to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documentssuch comments.

Schedule TO; Offer Documents. As promptly as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), the Parent and Merger Sub the Purchaser shall (i) 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 OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include an offer include, as exhibits: the Offer to purchase and Purchase, a related form of letter of transmittal and transmittal, a form of summary advertisement containing and other ancillary Offer documents and instruments required by the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein Exchange Act or other applicable Law pursuant to which the Offer will shall be made, together with any supplements or amendments theretomade (collectively, the “Offer Documents”) ). Subject to Section 6.3, the Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation. The Parent and (ii) Purchaser shall disseminate the Offer Documents to the holders of the Company Common Stock Shares as and to the extent required by applicable Lawthe Exchange Act. The Company shall furnish to Parent and Merger Sub all information concerning the Company required by applicable Law to be set forth in Purchaser shall cause the Offer Documents. Each of Parent, Merger Sub Schedule TO and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act requirement of applicable United States federal securities Laws and, on the date first filed with the SEC and other applicable laws and (ii) on the date first published, sent or given to holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that except no covenant is made by the Parent or Merger Sub the Purchaser with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or Offer Documents. The Parent and the Purchaser, on the one hand, and the Company, on the other hand, shall promptly correct any information provided by such party for use in the 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 agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to Company Stockholders, in each case as and to the extent required by the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and the Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, the Parent and the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and the Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel and shall use reasonable best efforts to respond promptly to any such SEC comments.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 promulgated under the OfferExchange Act), Parent and Merger Sub shall shall: (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”), which shall include contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”) and a forms of the related letter of transmittal and transmittal, a summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein pursuant and instruments to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (collectively, together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to be disseminated to the holders Company Stockholders. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of all required information relating to (A) the recommendation of the Company Common Stock as and Board (B) to the extent required by applicable Law. The Company shall furnish law or regulation, the financial advisors to Parent and Merger Sub all information concerning the Company required by applicable Law to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in Board (including the amount of fees and other consideration that such financial advisors will receive upon consummation of or as a result of the Offer Documents if and the Merger, and the conditions therefor), (C) the opinion of Xxxxxxxx Xxxxx, Inc. referred to in Section 5.27, and (D) the information that formed the basis for rendering such opinion, subject to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders approval of the form of such disclosure by Xxxxxxxx Xxxxx, Inc. (which approval the Company Common Stock, in each case, as and shall use its best efforts to the extent required by applicable Lawobtain). Parent and Merger Sub shall promptly provide use reasonable efforts to cause the Company Schedule TO and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and all other applicable laws Laws. Parent and (ii) Merger Sub hereby further agree that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company 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 for inclusion or incorporation by reference in the Offer Documents 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. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable Laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review the Schedule TO and the Offer Documents (including any supplement or amendment thereto) prior to the filing thereof with the SEC and mailing thereof. Parent and Merger Sub shall 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 its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review any written response to any such written comments of the SEC or its staff.

Schedule TO; Offer Documents. As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an offer to purchase and a related letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate the Offer Documents to the holders of the Company Common Stock as and to the extent required by applicable U.S. federal securities Law. The Company shall furnish to Parent and Merger Sub all information concerning the Company required by applicable Law the Exchange Act to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents.

Schedule TO; Offer Documents. As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an offer to purchase and a related letter of transmittal and summary advertisement containing the terms set forth in this Agreement and on Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate the Offer Documents to the holders of the Company Common Stock as and to the extent required by applicable U.S. federal securities Law. The Company shall furnish to Parent and Merger Sub all information concerning the Company required by applicable Law the Exchange Act to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and Merger Sub Purchaser 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, which shall include contain as an offer exhibit or incorporate by reference an Offer to purchase Purchase, or portions thereof (the "Offer to Purchase"), and a related forms of the letter of transmittal and summary advertisement containing the terms set forth advertisement, if any, in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which respect of the Offer will be made, (together with any supplements or amendments thereto, the “"Offer Documents”) "), and (ii) disseminate cause the Offer Documents to be disseminated to all holders of Company Shares (collectively, the holders "Company Securityholders"). Subject to the provisions of Section 6.1, the Schedule TO and the Offer Documents may include a description of the determinations, approvals and Recommendations (as defined in Section 1.2(a)) of the Board of Directors of the Company Common Stock as and to (the extent required by applicable Law"Company Board") set forth in Section 1.2(a). The Company shall promptly furnish to Parent and Merger Sub Purchaser in writing all information concerning the Company that may be required by applicable Law to be set forth federal securities laws or reasonably requested by Parent and Purchaser for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with copies the SEC. Parent and Purchaser shall advise the Company, promptly after it receives notice thereof, of any written commentsrequest by the SEC or its staff for an amendment or revision of the Schedule TO or the Offer Documents, or comments thereon or responses thereto, or request by the SEC or its staff for additional information in connection therewith and shall inform provide to the Company and its counsel of any oral comments, all written comments or requests for information that Parent, Merger Sub Purchaser or their counsel may receive from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof. Parent and Purchaser shall respond to any such comments or requests from the receipt of such comments. Except from SEC regarding the Schedule TO and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any Documents. No filing of, or amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stockto, or responding to any comments of correspondence with the SEC or its staff with respect to the Schedule TO and the Offer Documents, Documents shall be made by Parent and Merger Sub shall (A) provide Purchaser without providing the Company and its counsel a reasonable opportunity to participate in the formulation thereof and to review and comment on such thereon. If at any time prior to the Appointment Time, any information relating to the Parent, Purchaser, Company or any of their respective directors, officers or affiliates, should be discovered by Parent, Purchaser or the Company (including any correction to any of the information provided by them for use in the Schedule TO or other Offer Documents) which should be set forth in an amendment or supplement to the Schedule TO or other Offer Documents or response (it being understood so that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company Schedule TO or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the other Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to would not contain include any untrue statement misstatement 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, howeverthe party which discovers such information shall promptly notify the other party or parties hereto, that no covenant is made by Parent as the case may be, and an appropriate amendment or Merger Sub supplement to the Schedule TO or the other Offer Documents describing such information shall be promptly prepared and filed with respect the SEC and disseminated to information supplied by or on behalf of the Company for inclusion or incorporation Securityholders, in each case as and to the extent required by reference in the Offer Documentsapplicable law.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of commencement of the Offer, Purchaser and Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, Offer which shall include contain or shall incorporate by reference an offer to purchase relating to the Offer (the “Offer to Purchase”) and a forms of the related letter of transmittal and transmittal, a related summary advertisement containing in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein pursuant and instruments to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (the Schedule TO, the Offer to Purchase and such other documents, together with any all exhibits, supplements or and amendments thereto, being referred to herein collectively as the “Offer Documents”) and (ii) disseminate cause the Offer Documents to the be disseminated to all holders of Shares (collectively, the “Company Common Stock as and to the extent required by applicable Law. The Company shall furnish to Parent and Merger Sub all information concerning the Company required by applicable Law to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable LawStockholders”). Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub Purchaser shall cause the Offer Documents (i) Schedule TO to comply in all material respects with the provisions of the Exchange Act Act, the rules and regulations promulgated thereunder and all other applicable laws Laws. Parent and (ii) Purchaser hereby further agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made or covenant is made agreed to by Parent or Merger Sub Purchaser with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. Except to the extent subsequently amended, modified or supplemented in a subsequently filed Schedule TO or Offer Document, the Company hereby agrees that the information provided by the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents 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. The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities laws or reasonably requested by Parent or Purchaser for inclusion in the Schedule TO and the Offer Documents. Each of Parent, Purchaser and the Company shall correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. To the extent reasonably practicable under the circumstances, Parent and Purchaser shall provide the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents (including all supplements and amendments thereto) prior to such documents being filed with the SEC or disseminated to the Company Stockholders. Parent and Purchaser shall notify the Company and its counsel of any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Parent and Purchaser to such comments.

Schedule TO; Offer Documents. As promptly as reasonably practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an Merger Sub’s offer to purchase and a related customary letter of transmittal and summary advertisement containing the terms set forth in this Agreement and Exhibit A and, if applicable, a Rule 13E-3 transaction statement on Schedule 13E-3 (such Schedule TOTO (including, if applicable, such Schedule 13E-3), as amended from time to time, and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate the Offer Documents to the holders of the Company Common Stock as and to the extent required by applicable Law. The Company shall furnish to Parent and Parent, Merger Sub and their counsel all information concerning the Company required by applicable Law and as reasonably requested by Parent or Merger Sub to be set forth in the Offer DocumentsDocuments (including, if applicable, any information required for a Rule 13E-3 transaction statement on Schedule 13E-3). Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable LawLaw (including applicable requirements of the Exchange Act). Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Subject to the foregoing sentence, Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i1) to comply in all material respects with the Exchange Act and other applicable laws Laws and (ii2) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 promulgated under the OfferExchange Act), Parent and Merger Sub shall 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, which shall include contain as an exhibit or incorporate by reference an offer to purchase purchase, and a forms of the related letter of transmittal and transmittal, a summary advertisement containing advertisement, if any, in respect of the terms set forth in this Agreement and Exhibit A (such Schedule TO, as amended from time to timeOffer, and the such other ancillary documents included therein pursuant and instruments to which the Offer will be mademade or which are required to be filed in connection with the filing of the Schedule TO (collectively, together with any supplements or amendments thereto, the “Offer Documents”) ); and (ii) disseminate cause the Offer Documents to the holders of be disseminated to the Company Common Stock as and to the extent required by applicable LawStockholders. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents. Parent and Merger Sub shall use reasonable best efforts to cause the Schedule TO and the Offer Documents to comply in all material respects with the Exchange Act and all other applicable Laws. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of . Parent and Merger Sub shall take all steps necessary to amend or supplement cause the Offer Documents Schedule TO and to cause the Offer Documents, as so amended or supplementedcorrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of the Company Common StockStockholders, in each case, case as and to the extent required by applicable LawLaws. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review the Schedule TO and comment on such the Offer Documents or response (it being understood that prior to the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by filing thereof with the Company or its counselSEC. Parent and Merger Sub shall respond promptly provide to the Company and its counsel any and all written comments of that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents. In additionDocuments promptly after receipt thereof, and Parent and Merger Sub shall cause provide the Offer Documents (i) Company and its counsel a reasonable opportunity to comply in all material respects with the Exchange Act and other applicable laws and (ii) review any written response to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light such written comments of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent SEC or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documentsits staff.

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and Merger Sub shall (i) 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, which shall include contain as an exhibit or incorporate by reference an offer to purchase and a forms of the related letter of transmittal and transmittal, a summary advertisement containing in respect of the terms set forth in this Agreement Offer (the Schedule TO and Exhibit A (such Schedule TOoffer to purchase, as amended from time to timeletter of transmittal, summary advertisement, and the ancillary documents included therein and instruments pursuant to which the Offer will be made, collectively, together with any supplements or amendments thereto, the “Offer Documents”) ), and (ii) disseminate cause the Offer Documents to the be disseminated to holders of the Company Common Stock Shares as and to the extent required by applicable Lawfederal securities Laws. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth federal securities Laws or that is reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Law. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply comply, and shall use their respective reasonable best efforts to cause the Offer to be conducted in accordance, in all material respects with all applicable federal securities Laws. Parent and Merger Sub hereby further agree that the Exchange Act Offer Documents, on the date first filed with the SEC and other applicable laws and (ii) on the date first published, sent or given to the holders of Company Shares, 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; provided, however, that no covenant covenant, agreement, representation or warranty is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents.. The Company hereby agrees that the information provided by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents 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

Schedule TO; Offer Documents. As promptly as reasonably practicable on On the date of commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC a Schedule TO (or, if the filing of a Rule 13E-3 Transaction Statement is required by law or failure to make such filing would reasonably be expected to materially delay the Offer Closing, a combined Tender Offer Statement on and Rule 13E-3 Transaction Statement under cover of Schedule TO TO) with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which shall include contain an offer to purchase and a related letter of transmittal and summary advertisement containing advertisement, a notice of appraisal rights as contemplated by Section 262(d)(2) of the terms set forth in this Agreement DGCL and Exhibit A other appropriate ancillary offer documents (such Schedule TO, as amended from time to time, TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) ), and (ii) disseminate cause the Offer Documents to be disseminated to the holders stockholders of the Company Common Stock as and to the extent required by United States federal securities Laws and the DGCL. Parent and Merger Sub shall cause the Schedule TO to comply in all material respects with the Exchange Act, the DGCL and all other applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by applicable Law the Exchange Act to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided supplied by it for use inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Parent, Merger Sub and the Company shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so amended or supplemented, supplemented to be filed with the SEC and disseminated to the holders stockholders of the Company Common StockCompany, in each case, case as soon as reasonably practicable and as and to the extent required by applicable LawUnited States federal securities Laws. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company and its counsel with copies of any written commentsall correspondence between them and their Representatives, on the one hand, and shall inform the Company and its counsel of any oral commentsSEC, that Parent, Merger Sub or their counsel may receive from on the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsother hand. Except from and after an Adverse Recommendation Change, prior Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders stockholders of the Company Common StockCompany, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company response, and its counsel Parent and Merger Sub shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and reasonable, good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Offer Documents (i) to comply in all material respects with the Exchange Act and other applicable laws and (ii) to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documentssuch comments.

Schedule TO; Offer Documents. As promptly soon as reasonably practicable on the date the Offer is commenced (within the meaning of commencement of Rule 14d-2 under the OfferExchange Act), Parent and Merger Sub shall (i) prepare and 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, which shall include contain as an offer exhibit or incorporate by reference an Offer to purchase Purchase, or portions thereof (the “Offer to Purchase”), and a related forms of the letter of transmittal and summary advertisement containing the terms set forth advertisement, if any, in this Agreement and Exhibit A (such Schedule TO, as amended from time to time, and the documents included therein pursuant to which respect of the Offer will be made, (together with any supplements or amendments thereto, the “Offer Documents”) and (ii) disseminate cause the Offer Documents to be disseminated to all holders of Company Shares (collectively, the holders “Company Stockholders”). Subject to the provisions of Section 7.4 hereof, the Schedule TO and the Offer Documents may include a description of the determinations, approvals and recommendations of the Company Common Stock as and to the extent required by applicable LawBoard set forth in Section 2.2(a) hereof. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided securities laws or reasonably requested by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and each of Parent and Merger Sub shall take all steps necessary to amend for inclusion in the Schedule TO or supplement the Offer Documents and so as to cause the Offer Documents, as so amended or supplemented, enable Parent to be filed comply with the SEC and disseminated to the holders of the Company Common Stock, in each case, as and to the extent required by applicable Lawits obligations under Section 2.1(a). Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments, and shall inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Except from and after an Adverse Recommendation Change, prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of the Company Common Stock, or responding to any comments of the SEC or its staff with respect to the Offer Documents, Parent and Merger Sub shall (A) provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable) and (B) give reasonable and good faith consideration to any comments made by the Company or its counsel. Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Merger Sub shall cause the Schedule TO and the Offer Documents (i) to comply in all material respects with the Exchange Act and all other applicable laws Legal Requirements. Parent and (ii) Merger Sub hereby agree that the Schedule TO and the Offer Documents, when filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant representation or warranty is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. The Company hereby agrees that the information provided by the Company in writing expressly for inclusion or incorporation by reference in the Schedule TO or the Offer Documents 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. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall 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 its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.