Common use of Action by Parties Clause in Contracts

Action by Parties. (i) Parent and Newco will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9 and all other documents required to be filed by the Company with the SEC in connection with the Transactions (collectively, the "Company ------- Disclosure Documents"), comply or complies in all material respects with the -------------------- provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that Parent and Newco make no -------- representation with respect to information furnished by the Company for inclusion in the Offer Documents and that the Company makes no representation with respect to information furnished by Parent or Newco for inclusion in the Company Disclosure Documents. (ii) The Company represents and warrants to Parent and Newco that the information with respect to the Company or any Subsidiary that (A) the Company or any Subsidiary furnishes to Parent in writing specifically for inclusion in the Offer Documents, (B) is incorporated in the Offer Documents by reference to any of the SEC Reports or (C) is set forth in the Company Disclosure Documents (other than any information set forth in the Company Disclosure Documents that is furnished by Parent or Newco for inclusion therein), will not, at the time of the filing of the Offer Documents, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Newco jointly and severally represent to the Company that the information with respect to Parent and Newco that (X) Parent or Newco furnishes to the Company in writing specifically for inclusion in the Company Disclosure Documents, (Y) is incorporated in the Company Disclosure Documents by reference to any of the Offer Documents (other than any information set forth in any of the Offer Documents that is furnished by the Company or any Subsidiary for inclusion therein), or (Z) is set forth in the Schedule 14D-1 (other than any information set forth in the Schedule 14D-1 that is furnished by the Company or any Subsidiary for inclusion therein), will not, at the time of the filing of the Offer Documents, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Newco, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Company Disclosure Documents, as the case may be, if and to the extent that it shall have become false and misleading in any material respect. (iii) Each of Parent and Newco will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Company Disclosure Documents, in each case including all amendments thereto, to be filed with the SEC and to be disseminated to holders of the Shares as and to the extent required by applicable federal securities laws. (iv) Each of the Company, on the one hand, and Parent and Newco on the other hand, will give the other, and their respective counsel, the opportunity to review and provide comments with respect to the Company Disclosure Documents and the Offer Documents, as the case may be, before they are filed with the SEC, in each case including all amendments thereto. In addition, each Party will provide the other Parties and their counsel with any comments, whether written or oral, which it may receive from time to time from the SEC or its staff with respect to the Company Disclosure Documents or the Offer Documents promptly after the receipt of such comments.

Action by Parties. (i) Parent and Newco Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9 and all other documents required to be filed by the Company with the SEC in connection with the Transactions Offer and the Merger (collectively, the "Company ------- Disclosure DocumentsCOMPANY DISCLOSURE DOCUMENTS"), comply or complies in all material respects with the -------------------- provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholdersCompany 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, providedPROVIDED, that Parent and Newco Sub make no -------- representation with respect to information furnished by the Company for inclusion in the Offer Documents and that the Company makes no representation with respect to information furnished by Parent or Newco Sub for inclusion in the Company Disclosure Documents. (ii) The Company represents and warrants to Parent and Newco shall ensure that the information with respect to the Company or any Subsidiary that (A) the Company or any Subsidiary furnishes to Parent in writing specifically for inclusion in the Offer Documents, (B) is incorporated in the Offer Documents by reference to any of the SEC Reports or (C) is set forth in the Company Disclosure Documents (other than any information set forth in the Company Disclosure Documents that is furnished by Parent or Newco for inclusion therein), will not, at the time of the filing of the Offer Documents, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Newco jointly and severally represent to the Company Sub shall ensure that the information with respect to Parent and Newco Sub that (X) Parent or Newco Sub furnishes to the Company in writing specifically for inclusion in the Company Disclosure Documents, (Y) is incorporated in the Company Disclosure Documents by reference to any of the Offer Documents (other than any information set forth in any of the Offer Documents that is furnished by the Company or any Subsidiary for inclusion therein), or (Z) is set forth in the Schedule 14D-1 TO (other than any information set forth in the Schedule 14D-1 TO that is furnished by the Company or any Subsidiary for inclusion therein), will not, at the time of the filing of the Offer Documents, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and NewcoSub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Company Disclosure Documents, as the case may be, if and to the extent that it shall have become false and misleading in any material respect. (iii) Each of Parent and Newco Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Company Disclosure Documents, in each case including all amendments thereto, to be filed with the SEC and to be disseminated to holders of the Shares outstanding shares of the Company Common Stock as and to the extent required by applicable federal securities laws. (iv) Each of the Company, on the one hand, and Parent and Newco Sub on the other hand, will give the other, and their respective counsel, the opportunity to review and provide comments with respect to the Company Disclosure Documents and the Offer Documents, as the case may be, before they are filed with the SEC, in each case including all amendments thereto. In addition, each Party such party will provide the other Parties such parties and their counsel with any comments, whether written or oral, which it may receive from time to time from the SEC or its staff with respect to the Company Disclosure Documents or the Offer Documents promptly after the receipt of such comments.

Action by Parties. (i) Parent and Newco will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9 and all other documents required to be filed by the Company with the SEC in connection with the Transactions (collectively, the "Company ------- Disclosure Documents"), comply or complies in all material respects with the -------------------- provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholdersstockholders, 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, that Parent and Newco make no -------- representation with respect to information furnished by the Company for inclusion in the Offer Documents and that the Company makes no representation with respect to information furnished by Parent or Newco for inclusion in the Company Disclosure Documents. (ii) The Company represents and warrants to Parent and Newco that the information with respect to the Company or any Subsidiary that (Ai) the Company or any Subsidiary furnishes to Parent in writing specifically for inclusion in the Offer Documents, (Bii) is incorporated in the Offer Documents by reference to any of the Company SEC Reports Filings or (Ciii) is set forth in the Company Disclosure Documents (other than any information set forth in the Company Disclosure Documents that is furnished by Parent or Newco for inclusion therein), will not, at the time of the filing of the Offer Documents, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Newco jointly and severally represent to the Company that the information with respect to Parent and Newco that (Xi) Parent or Newco furnishes to the Company in writing specifically for inclusion in the Company Disclosure Documents, (Yii) is incorporated in the Company Disclosure Documents by reference to any of the Offer Documents (other than any information set forth in any of the Offer Documents that is furnished by the Company or any Subsidiary for inclusion therein), or (Ziii) is set forth in the Schedule 14D-1 (other than any information set forth in the Schedule 14D-1 that is furnished by the Company or any Subsidiary for inclusion therein), will not, at the time of the filing of the Offer Documents, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Newco, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Company Disclosure Documents, as the case may be, if and to the extent that it shall have become false and misleading in any material respect. (iii) Each of Parent and Newco will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Company Disclosure Documents, in each case including all amendments thereto, to be filed with the SEC and to be disseminated to holders of the Shares as and to the extent required by applicable federal securities laws. (iv) Each of the Company, on the one hand, and Parent and Newco on the other hand, will give the other, and their respective counsel, the opportunity to review and provide comments with respect to the Company Disclosure Documents and the Offer Documents, as the case may be, before they are filed with the SEC, in each case including all amendments thereto. In addition, each Party will provide the other Parties and their counsel with any comments, whether written or oral, which it may receive from time to time from the SEC or its staff with respect to the Company Disclosure Documents or the Offer Documents promptly after the receipt of such comments.

Action by Parties. (i) Parent and Newco Sub will take all steps necessary to ensure that the Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9 and all other documents required to be filed by the Company with the SEC in connection with the Transactions Offer and the Merger (collectively, the "“Company ------- Disclosure Documents"”), comply or complies in all material respects with the -------------------- provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholdersCompany 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, that Parent and Newco Sub make no -------- representation with respect to information furnished by the Company for inclusion in the Offer Documents and that the Company makes no representation with respect to information furnished by Parent or Newco Sub for inclusion in the Company Disclosure Documents. (ii) The Company represents and warrants to Parent and Newco shall ensure that the information with respect to the Company or any Subsidiary that (A) the Company or any Subsidiary furnishes to Parent in writing specifically for inclusion in the Offer Documents, (B) is incorporated in the Offer Documents by reference to any of the SEC Reports or (C) is set forth in the Company Disclosure Documents (other than any information set forth in the Company Disclosure Documents that is furnished by Parent or Newco for inclusion therein), will not, at the time of the filing of the Offer Documents, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Newco jointly and severally represent to the Company Sub shall ensure that the information with respect to Parent and Newco Sub that (X) Parent or Newco Sub furnishes to the Company in writing specifically for inclusion in the Company Disclosure Documents, (Y) is incorporated in the Company Disclosure Documents by reference to any of the Offer Documents (other than any information set forth in any of the Offer Documents that is furnished by the Company or any Subsidiary for inclusion therein), or (Z) is set forth in the Schedule 14D-1 TO (other than any information set forth in the Schedule 14D-1 TO that is furnished by the Company or any Subsidiary for inclusion therein), will not, at the time of the filing of the Offer Documents, at the time of any distribution thereof and at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and NewcoSub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Company Disclosure Documents, as the case may be, if and to the extent that it shall have become false and misleading in any material respect. (iii) Each of Parent and Newco Sub will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Company Disclosure Documents, in each case including all amendments thereto, to be filed with the SEC and to be disseminated to holders of the Shares outstanding shares of the Company Common Stock as and to the extent required by applicable federal securities laws. (iv) Each of the Company, on the one hand, and Parent and Newco Sub on the other hand, will give the other, and their respective counsel, the opportunity to review and provide comments with respect to the Company Disclosure Documents and the Offer Documents, as the case may be, before they are filed with the SEC, in each case including all amendments thereto. In addition, each Party such party will provide the other Parties such parties and their counsel with any comments, whether written or oral, which it may receive from time to time from the SEC or its staff with respect to the Company Disclosure Documents or the Offer Documents promptly after the receipt of such comments.