Common use of Actions of Parent and Acquisition Sub Clause in Contracts

Actions of Parent and Acquisition Sub. (a) On the Offer Commencement Date, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the offer to purchase (the “Offer to Purchase”) and form of the related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein, together with all amendments, supplements and exhibits thereto, the “Offer Document”) and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock. Parent and Acquisition Sub agree that they shall cause the Offer Documents filed by either Parent or Acquisition Sub with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Sub and the Company agrees 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, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock, in each case as and to the extent required by applicable Law and subject to the terms and conditions of this Agreement. The Company shall promptly furnish or otherwise make available to Parent, Acquisition Sub or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required or reasonably requested in connection with any action contemplated by this Section 2.2(a). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Acquisition Sub agree to provide the Company and its counsel with copies of any comments (including a summary of any oral comments) that Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Acquisition Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. For purposes of this Agreement, and the Offer, unless otherwise mutually agreed to by the Company and Acquisition Sub, any shares of Company Common Stock and Company Series A Preferred Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Acquisition Sub or to an agent of Acquisition Sub. The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation as it may be amended or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement, and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents disseminated to the holders of the shares of Company Common Stock and Company Series A Preferred Stock.

Actions of Parent and Acquisition Sub. (a) On the date of commencement of the Offer Commencement Date(within the meaning of Rule 14d-2 under the Exchange Act), Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the offer to purchase (the “Offer to Purchase”) and form of the related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein, together with all amendments, supplements and exhibits thereto, the “Offer DocumentDocuments”) and (ii) cause the Schedule TO, the Offer to Purchase and related documents to be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock. Parent and Acquisition Sub agree that they shall cause the Offer Documents filed by either Parent or Acquisition Sub with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Sub and the Company agrees 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, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents Documents, as so corrected corrected, to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock, in each case as and to the extent required by applicable Law and subject to the terms and conditions of this AgreementLaw. The Company shall promptly furnish or otherwise make available to Parent, Acquisition Sub or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required or reasonably requested in connection with any action contemplated by this Section 2.2(a). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Acquisition Sub agree to provide the Company and its counsel with copies of any comments (including a summary of any oral comments) that Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Acquisition Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. For purposes of this Agreement, and the Offer, unless otherwise mutually agreed to by the Company and Acquisition Sub, any shares of Company Common Stock and Company Series A Preferred Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Acquisition Sub or to an agent of Acquisition Sub. The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board Recommendation as it may be amended or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement, and to the inclusion of a copy of the Schedule 14D-9 (as defined below) with the Offer Documents disseminated to the holders of the shares of Company Common Stock and Company Series A Preferred Stock.

Actions of Parent and Acquisition Sub. (a) On the Offer Commencement Date, Parent and Acquisition Sub shall shall: (i) file cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and thereto, including all exhibits thereto, the “Schedule TO”) that with respect to the Offer, which will contain as an exhibit or incorporate by reference the Acquisition Sub’s offer to purchase purchase, or portions thereof (the “Offer to Purchase”) and form of the related letter of transmittal (the forms of which shall be reasonably acceptable to the Company) and the related form of summary advertisement advertisement, if any, in respect of the Offer (such Schedule TO and the documents included thereinall exhibits, together with all amendments, amendments and supplements and exhibits thereto, thereto being referred to collectively in this Agreement as the “Offer DocumentDocuments”) ); and (ii) cause the Offer to Purchase and related documents Documents to be disseminated to holders of shares of Company Common Stock Shares to the extent required by applicable Legal Requirements. The Company shall promptly furnish to Parent and Acquisition Sub in writing all information concerning the Company Series A Preferred Stockthat may be reasonably requested by Parent and Acquisition Sub for inclusion in the Offer Documents. Parent and Acquisition Sub agree that they shall cause the Offer Documents filed by either Parent or Acquisition Sub with the SEC to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and all other applicable Law. Each of Parent, Acquisition Sub and the Company agrees 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, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock, in each case as and to the extent required by applicable Law and subject to the terms and conditions of this Agreement. The Company shall promptly furnish or otherwise make available to Parent, Acquisition Sub or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required or reasonably requested in connection with any action contemplated by this Section 2.2(a)Legal Requirements. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SECSEC or the dissemination thereof to the Company’s stockholders. Parent and Acquisition Sub agree to shall promptly provide the Company and its counsel with copies a copy or a description of any comments (including a summary of any oral comments) that Parent, received by Parent or Acquisition Sub (or their by counsel may receive to Parent or Acquisition Sub) from the SEC or its staff with respect to the Offer Documents promptly after receipt of such commentsDocuments. Each of Parent and Acquisition Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. For purposes of this AgreementOffer and shall, and to the Offerextent practicable, unless otherwise mutually agreed to by give the Company and Acquisition Sub, its counsel a reasonable opportunity to review and comment on any shares of Company Common Stock and Company Series A Preferred Stock subject response to notices of guaranteed delivery shall be deemed not such comments proposed to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Acquisition Sub or to an agent of Acquisition Sub. The Company hereby consents provided to the inclusion in the Offer Documents of a description of the Company Board Recommendation as it may be amended SEC or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement, and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents disseminated to the holders of the shares of Company Common Stock and Company Series A Preferred Stockits staff.

Actions of Parent and Acquisition Sub. (a) On the Offer Commencement Date, Parent and Acquisition Sub shall shall: (i) file cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretoOffer, the “Schedule TO”) that which will contain or incorporate by reference the Acquisition Sub’s offer to purchase (the “Offer to Purchase”) and form of the related letter of transmittal and the related form of summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (such Tender Offer Statement on Schedule TO and the documents included thereinall exhibits, together with all amendments, amendments and supplements and exhibits thereto, thereto being referred to collectively in this Agreement as the “Offer DocumentDocuments”) ); and (ii) cause the Offer to Purchase and related documents Documents to be disseminated to holders of shares Company Shares to the extent required by applicable Legal Requirements. Each of Company Common Stock and Company Series A Preferred Stock. Parent and Acquisition Sub agree that they shall cause agrees promptly to correct the Schedule TO and the Offer Documents filed by either Parent or Acquisition Sub with if and to the SEC extent necessary to comply in all material respects with do so such that the Exchange Act Schedule TO and the rules and regulations thereunder and other applicable Law. Each Offer Documents shall not contain an untrue statement of Parentmaterial fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, Acquisition Sub in light of the circumstances under which they were made, not misleading (and the Company agrees Company, with respect to promptly correct any information provided by it for use in the Schedule TO and the Offer Documents if Documents, shall promptly notify Parent of any required corrections of such information and cooperate with Parent with respect to correcting such information) and to supplement the extent that such information shall have become false or misleading contained in any material respect, the Schedule TO and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents to include any information necessary such that the Schedule TO and the Offer Documents shall not contain an untrue statement of material fact or omit to state any material fact required to be stated therein necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Acquisition Sub agree to cause the Schedule TO as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock and Company Series A Preferred StockShares, in each case as and to the extent required by applicable Law and subject U.S. federal securities laws or the rules or regulations of the New York Stock Exchange (the “NYSE”). Without limiting the generality of the foregoing, the Company shall furnish to Parent the information relating to the terms and conditions of this Agreement. The Company shall promptly furnish or otherwise make available required by the Exchange Act to Parent, Acquisition Sub or Parent’s legal counsel any information concerning be set forth in the Acquired Companies and the Company’s stockholders that is required or reasonably requested in connection with any action contemplated by this Section 2.2(a)Offer Documents. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof each time before any such document is filed 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. Parent and Acquisition Sub agree to shall provide the Company and its counsel with copies of (i) any comments (including a summary of any oral comments) or other communications, whether written or oral, that Parent, Acquisition 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. Each those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Acquisition Sub shall respond promptly to any those comments of the SEC or its staff with respect and to the Offer Documents or the Offer. For purposes of this Agreement, provide comments on that response (to which reasonable and the Offer, unless otherwise mutually agreed to by the Company and Acquisition Sub, any shares of Company Common Stock and Company Series A Preferred Stock subject to notices of guaranteed delivery good faith consideration shall be deemed not to be validly tendered into the Offer unless given), including by participating with Parent and until the shares underlying such notices of guaranteed delivery are delivered to Acquisition Sub or to an agent of Acquisition Sub. The Company hereby consents to the inclusion their counsel in the Offer Documents of a description of the Company Board Recommendation as it may be amended any discussions or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement, and to the inclusion of a copy of the Schedule 14D-9 meetings with the Offer Documents disseminated to the holders of the shares of Company Common Stock and Company Series A Preferred StockSEC.

Actions of Parent and Acquisition Sub. (a) On the Offer Commencement Date, Parent and Acquisition Sub shall shall: (i) file cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretoOffer, the “Schedule TO”) that which will contain or incorporate by reference the Acquisition Sub’s offer to purchase (the “Offer to Purchase”) and form of the related letter of transmittal (the forms of which shall be reasonably acceptable to the Company) and the related form of summary advertisement (such Tender Offer Statement on Schedule TO and the documents included thereinall exhibits, together with all amendments, amendments and supplements and exhibits thereto, thereto being referred to collectively in this Agreement as the “Offer DocumentDocuments”) ); and (ii) cause the Offer to Purchase and related documents Documents to be disseminated to holders of shares of Company Common Stock and Company Series A Preferred StockShares to the extent required by applicable Legal Requirements. Parent and Acquisition Sub agree that they shall cause the Offer Documents filed by either Parent or Acquisition Sub with the SEC to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and all other applicable LawLegal Requirements. Each of Parent, Parent and Acquisition Sub and shall give the Company agrees 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, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock, in each case as and to the extent required by applicable Law and subject to the terms and conditions of this Agreement. The Company shall promptly furnish or otherwise make available to Parent, Acquisition Sub or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required or reasonably requested in connection with any action contemplated by this Section 2.2(a). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents (including any amendment or supplement thereto) prior to the filing thereof with the SECSEC and prior to the dissemination thereof to the Company’s stockholders. Parent and Acquisition Sub agree to shall promptly provide the Company and its counsel with copies a copy of any written comments (including or a summary description of any oral comments) that Parent, comments received by Parent or Acquisition Sub (or their by counsel may receive to Parent or Acquisition Sub) from the SEC or its staff with respect to any of the Offer Documents promptly after receipt of such commentsDocuments. Each of Parent and Acquisition Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. For purposes of this Agreement, Offer and the Offer, unless otherwise mutually agreed to by give the Company and Acquisition Sub, its counsel a reasonable opportunity to review and comment on any shares of Company Common Stock and Company Series A Preferred Stock subject response to notices of guaranteed delivery shall be deemed not such comments proposed to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Acquisition Sub or to an agent of Acquisition Sub. The Company hereby consents provided to the inclusion in the Offer Documents of a description of the Company Board Recommendation as it may be amended SEC or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement, and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents disseminated to the holders of the shares of Company Common Stock and Company Series A Preferred Stockits staff.

Actions of Parent and Acquisition Sub. (a) On the Offer Commencement Date, Parent and Acquisition Sub shall shall: (i) file cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretoOffer, the “Schedule TO”) that which will contain or incorporate by reference the Acquisition Sub’s offer to purchase (the “Offer to Purchase”) and form of the related letter of transmittal (the forms of which shall be reasonably acceptable to the Company) and the related form of summary advertisement (such Tender Offer Statement on Schedule TO and the documents included thereinall exhibits, together with all amendments, amendments and supplements and exhibits thereto, thereto being referred to collectively in this Agreement as the “Offer DocumentDocuments”) ); and (ii) cause the Offer to Purchase and related documents Documents to be disseminated to holders of shares Company Shares to the extent required by applicable Legal Requirements. Subject to Section 1.3(d), the Company consents to the inclusion of the Company Common Stock and Company Series A Preferred StockBoard Recommendation in the Offer Documents. Parent and Acquisition Sub agree that they shall cause the Offer Documents filed by either Parent or Acquisition Sub with the SEC to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Sub and the Company agrees 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, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock, in each case as and to the extent required by applicable Law and subject to the terms and conditions of this Agreementthereunder. The Company shall promptly furnish or otherwise make available to Parent, Parent and Acquisition Sub or Parent’s legal counsel any all information concerning the Acquired Companies and the Company’s stockholders Company that is required or reasonably requested by Parent or Acquisition Sub in connection with any action contemplated by this Section 2.2(a)the Offer Documents. The Parent and Acquisition Sub shall give the Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents (including any amendment or supplement thereto) prior to the filing thereof with the SECSEC and prior to the dissemination thereof to the Company’s stockholders. Parent and Acquisition Sub agree to shall promptly provide the Company and its counsel with copies a copy or a description of any comments (including a summary of any oral comments) that Parent, received by Parent or Acquisition Sub (or their by counsel may receive to Parent or Acquisition Sub) from the SEC or its staff with respect to any of the Offer Documents promptly after receipt of such commentsDocuments. Each of Parent and Acquisition Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. For purposes of this Agreement, Offer and the Offer, unless otherwise mutually agreed to by give the Company and Acquisition Sub, its counsel a reasonable opportunity to review and comment on any shares of Company Common Stock and Company Series A Preferred Stock subject response to notices of guaranteed delivery shall be deemed not such comments proposed to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Acquisition Sub or to an agent of Acquisition Sub. The Company hereby consents provided to the inclusion in the Offer Documents of a description of the Company Board Recommendation as it may be amended SEC or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement, and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents disseminated to the holders of the shares of Company Common Stock and Company Series A Preferred Stockits staff.

Actions of Parent and Acquisition Sub. (a) On the Offer Commencement Date, Parent and Acquisition Sub shall (i) file cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretoOffer, the “Schedule TO”) that which will contain or incorporate by reference the Acquisition Sub’s offer to purchase (the “Offer to Purchase”) and form of the related letter of transmittal (the forms of which shall be reasonably acceptable to the Company) and summary advertisement the related documents and instruments pursuant to which the Offer will be made (such Tender Offer Statement on Schedule TO and the documents included thereinall exhibits, together with all amendments, amendments and supplements and exhibits thereto, thereto being referred to collectively in this Agreement as the “Offer DocumentDocuments”) and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock). Parent and Acquisition Sub agree that they shall take all steps reasonably necessary to cause the Offer Documents to be timely disseminated to holders of Company Shares to the extent required by applicable Legal Requirements. Parent and Acquisition Sub shall cause the Offer Documents filed by either Parent or Acquisition Sub to comply with the SEC to comply in all material respects with applicable requirements of the Exchange Act and the rules and regulations thereunder thereunder. Parent and other applicable Law. Each of Parent, Acquisition Sub and shall give the Company agrees 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, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock, in each case as and to the extent required by applicable Law and subject to the terms and conditions of this Agreement. The Company shall promptly furnish or otherwise make available to Parent, Acquisition Sub or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required or reasonably requested in connection with any action contemplated by this Section 2.2(a). The Company and its counsel shall be given a reasonable opportunity to review and comment (and Parent and Acquisition Sub shall reasonably consider in good faith the inclusion of any such comments provided in a timely manner) on the Offer Documents (including any amendment or supplement thereto) prior to the filing thereof with the SECSEC and prior to the dissemination thereof to the Company’s stockholders. Parent and Acquisition Sub agree to shall promptly provide the Company and its counsel with copies a copy or a description of any comments (including a summary of any oral comments) that Parent, received by Parent or Acquisition Sub (or their by counsel may receive to Parent or Acquisition Sub) from the SEC or its staff with respect to any of the Offer Documents promptly after receipt of such commentsDocuments. Each of Parent and Acquisition Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. For purposes of this Agreement, Offer and the Offer, unless otherwise mutually agreed to by give the Company and Acquisition Sub, any shares of Company Common Stock its counsel a reasonable opportunity to review and Company Series A Preferred Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless comment on (and until the shares underlying such notices of guaranteed delivery are delivered to Parent and Acquisition Sub or to an agent of Acquisition Sub. The Company hereby consents to the inclusion shall reasonably consider in the Offer Documents of a description of the Company Board Recommendation as it may be amended or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement, and to good faith the inclusion of any such comments provided in a copy of the Schedule 14D-9 with the Offer Documents disseminated timely manner) any response to such comments proposed to be provided to the holders of the shares of Company Common Stock and Company Series A Preferred StockSEC or its staff.

Actions of Parent and Acquisition Sub. (a) On As promptly as reasonably practicable on the Offer Commencement Date, Parent and Acquisition Sub shall shall: (i) file cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits theretoOffer, the “Schedule TO”) that which will contain or incorporate by reference the Acquisition Sub’s offer to purchase (the “Offer to Purchase”) and form of the related letter of transmittal (the forms of which shall be reasonably acceptable to the Company) and the related form of summary advertisement (such Tender Offer Statement on Schedule TO and the documents included thereinall exhibits, together with all amendments, amendments and supplements and exhibits thereto, thereto being referred to collectively in this Agreement as the “Offer DocumentDocuments”) ); and (ii) cause the Offer to Purchase and related documents Documents to be disseminated to holders of shares of Company Common Stock Shares to the extent required by applicable Laws. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Company Series A Preferred Stockthat may be reasonably requested by Parent or Acquisition Sub and required by the Exchange Act to be set forth in the Offer Documents. Parent and Acquisition Sub agree that they shall cause the Offer Documents filed by either Parent or Acquisition Sub to comply with the SEC to comply in all material respects with applicable requirements of the Exchange Act and the rules and regulations thereunder thereunder. Parent and other applicable Law. Each of Parent, Acquisition Sub and shall give the Company agrees 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, and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock and Company Series A Preferred Stock, in each case as and to the extent required by applicable Law and subject to the terms and conditions of this Agreement. The Company shall promptly furnish or otherwise make available to Parent, Acquisition Sub or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required or reasonably requested in connection with any action contemplated by this Section 2.2(a). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents (including any amendment or supplement thereto) prior to the filing thereof with the SECSEC and prior to the dissemination thereof to the Company’s stockholders. Parent and Acquisition Sub agree to shall promptly provide the Company and its counsel with copies a copy or a description of any comments (including a summary of any oral comments) that Parent, received by Parent or Acquisition Sub (or their by counsel may receive to Parent or Acquisition Sub) from the SEC or its staff with respect to any of the Offer Documents promptly after receipt of such commentsDocuments. Each of Parent and Acquisition Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. For purposes of this Agreement, Offer and the Offer, unless otherwise mutually agreed to by give the Company and Acquisition Sub, its counsel a reasonable opportunity to review and comment on any shares of Company Common Stock and Company Series A Preferred Stock subject response to notices of guaranteed delivery shall be deemed not such comments proposed to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Acquisition Sub or to an agent of Acquisition Sub. The Company hereby consents provided to the inclusion in the Offer Documents of a description of the Company Board Recommendation as it may be amended SEC or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement, and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents disseminated to the holders of the shares of Company Common Stock and Company Series A Preferred Stockits staff.