Common use of The Offer Documents Clause in Contracts

The Offer Documents. On the date of commencement of the Offer, Parent and, to the extent required by Law, its affiliates shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 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 shall cause the Offer Documents to be disseminated to holders of Public Shares as and to the extent required by the applicable federal securities laws, including for the avoidance of doubt the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Prior to the filing of the Offer Documents with the SEC, Parent shall deliver copies of the proposed form of the Offer Documents to the Company and the Special Committee, and their respective counsel, within a reasonable time for review and comment by the Company and the Special Committee, and their respective counsel. Each of Parent and the Company agrees to use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall become false or misleading in any material respect or as otherwise required by the Securities Laws. Parent 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 to be disseminated to the holders of Public Shares, in each case as and to the extent required by the Securities Laws. The Company and the Special Committee, and their respective counsel, shall be given reasonable opportunity under the circumstances to review and comment on the Offer Documents (including any amendments or supplements thereto) before they are filed with the SEC or disseminated to the stockholders of the Company. Parent shall provide the Company and the Special Committee, and their respective counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel receives from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company and the Special Committee, and their respective counsel, a reasonable opportunity under the circumstances to review and comment on any written or oral responses to such comments. The Company hereby consents to the inclusion in the Offer Documents of the Special Committee Recommendation and the Company Board Recommendation, as such recommendations may be amended and until such recommendations may be withdrawn, in each case as permitted by this Agreement.

The Offer Documents. (a) On the date of commencement of the Offer, Parent and, Purchaser shall (i) file or cause to the extent required by Law, its affiliates shall file be filed with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act (“Regulation M-A”), SEC a Tender Offer Statement on Schedule TO with respect to the OfferOffer (together with all amendments and supplements thereto, which shall contain an offer the “Schedule TO”) and related Offer to purchase and a related Purchase, form of letter of transmittal and summary advertisement (such Schedule TO and the other ancillary Offer documents included therein and instruments pursuant to which the Offer will be mademade (collectively, together with and including any supplements or amendments thereto, the “Offer Documents”), and (ii) and shall cause the Offer Documents to be disseminated to the holders of Public Shares as and to the extent required by applicable Law. The Company shall promptly furnish to Purchaser in writing all information concerning the Company that may be required by applicable Law or reasonably requested by Purchaser for inclusion in the Offer Documents. (b) Each of Purchaser and the Company agrees promptly to 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 or as otherwise required by applicable Law. Purchaser shall cause the Schedule TO as so corrected, to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Public Shares, in each case, as soon as reasonably practicable and as and to the extent required by applicable federal securities laws, including for Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the avoidance of doubt the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Schedule TO and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Prior to the filing of the Offer Documents each time before any such document is filed with the SEC, Parent and Purchaser shall deliver copies of the proposed form of the Offer Documents give reasonable and good faith consideration to the Company and the Special Committee, and their respective counsel, within a reasonable time for review and comment any comments made by the Company and its counsel. Purchaser shall provide the Special CommitteeCompany and its counsel with (i) any written comments or other communications, and their respective counselshall inform them of any oral comments or other communications, that Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents, and (ii) a reasonable opportunity to participate in the response of Purchaser to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). Each of Parent and the Company Purchaser agrees to use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents Schedule TO or the Offer and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall become false or misleading in any material respect or as otherwise required by the Securities Laws. Parent 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 to be disseminated to the holders of Public Shares, in each case as and to the extent required by the Securities Laws. The Company and the Special Committee, and their respective counsel, shall be given reasonable opportunity under the circumstances to review and comment on the Offer Documents (including any amendments or supplements thereto) before they are filed with the SEC or disseminated to the stockholders of the Company. Parent shall provide the Company and the Special Committee, and their respective counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel receives from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company and the Special Committee, and their respective counsel, a reasonable opportunity under the circumstances to review and comment on any written or oral responses to such comments. The Company hereby consents to the inclusion in the Offer Documents of the Special Committee Recommendation and the Company Board Recommendation, as such recommendations may be amended and until such recommendations may be withdrawn, in each case as permitted by this Agreement.

The Offer Documents. On (a) Each of Patriot, Cal Jockey and BMOC shall cooperate and promptly prepare the date of commencement of the Offer, Parent and, to the extent required by Law, its affiliates shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act (“Regulation M-A”), a Issuer Tender Offer Statement on Schedule TO 13E-4 (together with any amendments or supplements thereto, the "Schedule 13E-4") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO 13E-4 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “"Offer Documents”) "). Each of Cal Jockey and BMOC shall cause the Offer Documents (which shall have been approved by Patriot) to be disseminated filed with the Securities and Exchange Commission (the "SEC") as promptly as practicable following the effectiveness of the Form S-4. The respective parties will cause the Offer Documents to holders of Public Shares comply as and to the extent required by form in all material respects with the applicable federal securities laws, including for provisions of the avoidance of doubt the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act of 20021933, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ "Securities Act”"), the Exchange Act and the rules and regulations thereunder. Each of the SEC thereunder (collectivelyPatriot, the “Securities Laws”). Prior Cal Jockey and BMOC shall furnish all information about itself and its business and operations and all necessary financial information to the filing other parties as the other parties may reasonably request in connection with the preparation of the Offer Documents with the SEC, Parent shall deliver copies of the proposed form of the Offer Documents to the Company and the Special Committee, and their respective counsel, within a reasonable time for review and comment by the Company and the Special Committee, and their respective counselDocuments. Each of Parent Patriot, Cal Jockey and BMOC agrees that the Company information provided by it for inclusion in the Offer Documents, and each amendment or supplement thereto, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Patriot, Cal Jockey and BMOC agrees to use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by the Securities Laws. Parent shall respect, and each of Cal Jockey and BMOC further agrees to 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 to be disseminated to the holders of Public Sharestheir stockholders, in each case as and to the extent required by the Securities Lawsapplicable federal securities laws. The Company Each of Cal Jockey and the Special CommitteeBMOC will advise and deliver copies (if any) to Patriot, and their respective counselpromptly after it receives notice thereof, shall be given reasonable opportunity under the circumstances to review and comment on the Offer Documents (including of any amendments or supplements thereto) before they are filed with request by the SEC or disseminated to the stockholders for amendment of the Company. Parent shall provide the Company and the Special Committee, and their respective counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel receives from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company and the Special Committee, and their respective counsel, a reasonable opportunity under the circumstances to review and comment on any written or oral responses to such comments. The Company hereby consents to the inclusion in the Offer Documents of the Special Committee Recommendation and the Company Board Recommendation, as such recommendations may be amended and until such recommendations may be withdrawn, in each case as permitted by this Agreement.the

The Offer Documents. On the date of commencement of the Offer, Parent Merger Sub and, to the extent required by Law, its affiliates Parent, shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the OfferOffer (the “Schedule TO”), which shall contain include as exhibits an offer to purchase and a related letter of transmittal and summary advertisement advertisement, in each case, reflecting the terms and conditions of this Agreement as they relate to the Offer and a Rule 13e-3 Transaction Statement on Schedule 13E-3 (a “Schedule 13E-3”) which, at Parent’s option, may be filed as part of the Schedule TO (such Schedule 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 shall cause the Offer Documents to be disseminated to holders of Public Shares as and to the extent required by the applicable U.S. federal securities laws, including for the avoidance of doubt the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Prior The Company shall promptly furnish to Merger Sub, in writing, all information concerning the filing of Company that may be required by applicable Laws or reasonably requested by Merger Sub for inclusion in the Offer Documents with the SEC, Parent shall deliver copies of the proposed form of the Offer Documents to the Company and the Special Committee, and their respective counsel, within a reasonable time for review and comment by the Company and the Special Committee, and their respective counselDocuments. Each of Parent and the Company Merger Sub agrees to use its reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer Offer, and each of Parent, Merger Sub and the Company agrees to promptly correct correct, in writing, any information provided by it for use in the Offer Documents if and to the extent that such information shall become false or misleading in any material respect or as otherwise required by the Securities Lawsapplicable Law. 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 to be disseminated to the holders of Public Shares, in each case as and to the extent required by the applicable Securities Laws. The Company and the Special Committee (and the Special Committee, and their respective ’s counsel, ) shall be given reasonable opportunity under the circumstances to review and comment on the Offer Documents (including any amendments or supplements thereto) before they are filed with the SEC or disseminated to the stockholders of the CompanyCompany and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments. Parent and Merger Sub shall provide the Company and the Special Committee (and the Special Committee, and their respective ’s counsel, ) with copies of any written comments, and shall inform them of any oral comments, that Parent they or its their counsel receives from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company and the Special Committee (and the Special Committee, and their respective ’s counsel, ) a reasonable opportunity under the circumstances to review and comment on any written or oral responses to such comments, and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments and allow the Company and the Special Committee a reasonable opportunity to participate in the response of Parent and Merger Sub to the SEC comments, including, to the extent practicable, by participating with Parent and Merger Sub or their counsel in any discussions or meetings with the staff of the SEC. The Company hereby consents consents, so long as no Change in Recommendation (as defined herein) shall have occurred in accordance with Section 6.03, to the inclusion in the Offer Documents of the Special Committee Recommendation and the Company Board Recommendation, as such recommendations may be amended and until such recommendations may be withdrawn, in each case as permitted by this Agreement.

The Offer Documents. On the date of commencement of the Offer, Parent and, to the extent required by Law, its affiliates shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 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 shall cause the Offer Documents to be disseminated to holders of Public Shares as and to the extent required by the applicable federal securities laws, including for the avoidance of doubt the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Prior to the filing of the Offer Documents with the SEC, Parent shall deliver copies of the proposed form of the Offer Documents to the Company and the Special Committee, and their respective counsel, within a reasonable time for review and comment by the Company and the Special Committee, and their respective counsel. Each of Parent and the Company agrees to use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall become false or misleading in any material respect or as otherwise required by the Securities Laws. Parent 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 to be disseminated to the holders of Public Shares, in each case as and to the extent required by the Securities Laws. The Company and the Special Committee, and their respective counsel, shall be given reasonable opportunity under the circumstances to review and comment on the Offer Documents (including any amendments or supplements thereto) before they are filed with the SEC or disseminated to the stockholders of the Company. Parent shall provide the Company and the Special Committee, and their respective counsel, with copies of any written comments, and shall inform them of any oral comments, that Parent or its counsel receives from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company and the Special Committee, and their respective counsel, a reasonable opportunity under the circumstances to review and comment on any written or oral responses to such comments. The Company hereby consents to the inclusion in the Offer Documents of the Special Committee Recommendation and the Company Board Recommendation, as such recommendations may be amended and until such recommendations may be withdrawn, in each case as permitted by this Agreement.