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 Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx 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. On There will be used, in connection with the date Offering, certain materials in addition to the Registration Statement and the Prospectus (each as defined below), including the instructions regarding the use of commencement subscription certificates; the proposed form of a letter to securities dealers, commercial banks, trust companies and other nominees; the proposed form of a letter from securities dealers, commercial banks, trust companies and other nominees to their customers relating to the Offering; and other soliciting materials relating to the Offering approved by the Company, each in the form which has been approved by the Dealer Managers (collectively with the Registration Statement and the Prospectus, the "Offer Documents"). The Company agrees to furnish each Dealer Manager with as many copies 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 Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Prior to the filing final forms of the Offer Documents with the SEC, Parent shall deliver as such Dealer Manager may reasonably request and each Dealer Manager is hereby authorized to use copies of the proposed form of the Offer Documents to in connection with its acting as Dealer Manager. Each Dealer Manager hereby agrees that it will not disseminate any written material for, or in connection with, the Company and Offering other than the Special CommitteeOffer Documents, and their respective counseleach Dealer Manager agrees that it will not make any statements in connection with such solicitation, within a reasonable time for review and comment other than the statements which are set forth in, or statements which are consistent with, the Offer Documents or as otherwise authorized by the Company. The Company represents 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 that no solicitation material in addition to the Offer Documents or and 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, documents to be filed therewith as exhibits thereto (each in the form which has been approved by the Dealer Managers), including, without limitation, any materials used in connection with any "road show" presentation, will be used in connection 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 Offering or supplements thereto) before they are filed with the SEC Commission (as defined below) or disseminated any state or local governmental or regulatory authority by or on behalf of the Company without the Lead Dealer Manager's prior written approval, which approval will not be unreasonably withheld. In the event that the Company uses or permits the use of any such solicitation material in connection with the Offering or files any such solicitation material with the Commission or any such state or local governmental or regulatory authority without the Lead Dealer Manager's prior written approval, then each Dealer Manager shall be entitled to withdraw as Lead Dealer Manager or Co-Dealer Manager, as applicable, in connection with the Offering and the related transactions without any liability or penalty to such Dealer Manager or any other person identified in Section 13 as an "indemnified party," and such withdrawing Dealer Manager shall be entitled to receive the payment of all fees and expenses payable under this Agreement which have accrued 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 date 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 withdrawal 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 Agreementwhich otherwise thereafter become payable.

The Offer Documents. On There will be used, in connection with the date Rights Offering, certain materials in addition to the Registration Statement and the Prospectus (each as defined below), including the instructions regarding the use of commencement subscription certificates; the proposed form of a letter to securities dealers, commercial banks, trust companies and other nominees; the proposed form of a letter from securities dealers, commercial banks, trust companies and other nominees to their customers relating to the Rights Offering; and other soliciting materials relating to the Rights Offering, each in the form which has been filed as an exhibit to the Registration Statement (collectively with the Registration Statement and the Prospectus, the "Offer Documents"). The Company agrees to furnish the Co-Dealer/Managers with as many copies 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 Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Prior to the filing final forms of the Offer Documents with as the SEC, Parent shall deliver Co-Dealer/Managers may reasonably request from time to time and the Dealer/Manager is hereby authorized to use copies of the proposed form of the Offer Documents to in connection with its acting as Dealer/Manager. The Co-Dealer/Managers hereby agree that they will not disseminate any written material for, or in connection with, the Company Rights Offering other than the Offer Documents, and the Special CommitteeCo-Dealer/Managers agree that they will not make any statements in connection with such solicitation, and their respective counselother than the statements which are set forth in, within a reasonable time for review and comment by the Company and the Special Committeeor statements which are consistent with, 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 authorized by the Securities LawsCompany. Parent shall take all steps necessary to amend or supplement The Company represents and agrees that after the Offer Documents and to cause date hereof no solicitation material, including, without limitation, the Offer Documents, as so amended or supplemented, the documents to be filed therewith as exhibits thereto (each in the form which has been approved by the Dealer/Manager) and any materials used in connection with any "road show" presentation, will be used in connection 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 Rights Offering or supplements thereto) before they are filed with the SEC Commission (as defined below) or disseminated any state or local governmental or regulatory authority by or on behalf of the Company without prior consultation with the Dealer/Manager. In the event that the Company uses or permits the use of any such solicitation material in connection with the Rights Offering or files any such solicitation material with the Commission or any such state or local governmental or regulatory authority that are unacceptable to the stockholders Dealer/Manager in its reasonable discretion, then the Co-Dealer/Managers shall be entitled to withdraw as a Dealer/Manager or Co-Dealer/Manager, as applicable, in connection with the Rights Offering and the related transactions without any liability or penalty to such Co-Dealer/Manager or any other person identified in Section 14 as an "indemnified party," and such withdrawing Co-Dealer/Manager shall be entitled to receive the payment of all fees payable under this Agreement which have been earned as 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 date of such comments withdrawal and shall give all expenses incurred through the Company and the Special Committee, and their respective counsel, a reasonable opportunity date of such withdrawal payable 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 There will be used, in connection with the date Rights Offering, certain materials in addition to the Registration Statement and the Prospectus (each as defined below), including the instructions regarding the use of commencement subscription certificates; the proposed form of a letter to securities dealers, commercial banks, trust companies and other nominees; the proposed form of a letter from securities dealers, commercial banks, trust companies and other nominees to their customers relating to the Rights Offering; and other soliciting materials relating to the Rights Offering approved by the Company, each in the form which has been approved by the Solicitation Agent (collectively with the Registration Statement and the Prospectus, the "Offer Documents"). The Company agrees to furnish the Solicitation Agent with as many copies 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 Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder (collectively, the “Securities Laws”). Prior to the filing final forms of the Offer Documents with as the SEC, Parent shall deliver Solicitation Agent may request from time to time and the Solicitation Agent is hereby authorized to use copies of the proposed form of the Offer Documents to in connection with its acting as Solicitation Agent. The Solicitation Agent hereby agrees that it will not disseminate any written material for, or in connection with, the Company Rights Offering other than the Offer Documents, and the Special CommitteeSolicitation Agent agrees that it will not make any statements in connection with such solicitation, and their respective counselother than the statements which are set forth in, within a reasonable time for review and comment or statements which are consistent with, the Offer Documents or as otherwise authorized by the Company. The Company represents 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 that no solicitation material in addition to the Offer Documents or and 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, documents to be filed therewith as exhibits thereto (each in the form which has been approved by the Solicitation Agent), including, without limitation, any materials used in connection with any "road show" presentation, will be used in connection 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 Rights Offering or supplements thereto) before they are filed with the SEC Commission (as defined below) or disseminated any state or local governmental or regulatory authority by or on behalf of the Company without the Solicitation Agent's prior written approval, which approval will not be unreasonably withheld or delayed. In the event that the Company uses or permits the use of any such solicitation material in connection with the Rights Offering or files any such solicitation material with the Commission or any such state or local governmental or regulatory authority without the Solicitation Agent's prior written approval, then the Solicitation Agent shall be entitled to withdraw as Solicitation Agent or Co-Solicitation Agent, as applicable, in connection with the Rights Offering and the related transactions without any liability or penalty to such Solicitation Agent or any other person identified in Section 13 as an "indemnified party," and such withdrawing Solicitation Agent shall be entitled to receive the payment of all fees and expenses payable under this Agreement which have accrued 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 date 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 withdrawal 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 Agreementwhich otherwise thereafter become payable.