Actions of Parent and Merger Sub. (a) As promptly as practicable on the Offer Commencement Date, Parent and Merger 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 an offer to purchase and form of the related letter of transmittal and (ii) cause the Schedule TO, the offer to purchase, form of letter of transmittal, and other related documents to be disseminated to holders of shares of Company Common Stock to the extent required by applicable Law. Parent and Xxxxxx Sub agree that they shall cause the Schedule TO, together with all documents included therein pursuant to which the Offer will be made (collectively and with any supplements or amendments thereto, the “Offer Documents”) filed by either Parent or Merger Sub with the SEC to comply in all material respects with the Exchange Act and other applicable Law. Each of Parent, Merger 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 as and to the extent required by applicable Law. The Company shall promptly furnish or otherwise make available to Parent, Merger 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). Subject to Section 2.3(d), the Company consents to the inclusion of the Company Board Recommendation in the Offer Documents. 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, and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments made by the Company or its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel with a copy of any written comments (and a summary of any oral comments) that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, (B...
Actions of Parent and Merger Sub. (a) On the Offer Commencement Date, Parent and Merger Sub shall: (i) cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which will contain Merger Sub’s offer to purchase, letter of transmittal, the related form of summary advertisement and other required ancillary offer documents (such Tender Offer Statement on Schedule TO and all exhibits, amendments and supplements thereto being referred to collectively in this Agreement as the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Company Common Stock as required by applicable Law.
Actions of Parent and Merger Sub. All Investors acting jointly may cause Parent and Merger Sub to take any action or refrain from taking any action in order for them to comply with their obligations, satisfy their closing conditions or exercise their rights under the Merger Agreement or other Transaction Documents (as applicable), including, without limitation, (i) determining that the conditions to closing specified in Sections 7.01 and 7.02 the Merger Agreement (“Closing Conditions”) have been satisfied, (ii) waiving compliance with any agreement or condition in the Merger Agreement, including any Closing Condition, (iii) terminating, amending or modifying the Transaction Documents, and (iv) determining to close the Merger. Parent and Merger Sub shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied, waive any Closing Condition, terminate, amend or modify the Transaction Documents or determine to close the Merger, unless such action has been approved in advance in writing by all Investors in accordance with this Agreement. Each of Parent and Xxxxxx Sub agrees not to take any action with respect to the Merger Agreement, including granting or withholding of waivers or entering into amendments, without the prior written approval of each of the Investors.
Actions of Parent and Merger Sub. All actions of Parent and Merger Sub relating to the Merger Agreement shall require the approval of each of Forebright and Mx. Xx. On and after the date of this Agreement, each of Forebright and Mx. Xx shall have the right to appoint one (1) director to Parent’s board of directors and the right to remove or replace such director.
Actions of Parent and Merger Sub. (a) On the Offer Commencement Date, Parent and Merger Sub shall: (i) cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which will contain Merger Sub’s offer to purchase and 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 all exhibits, amendments and supplements thereto being referred to collectively in this Agreement as the “Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Company Common Stock as required by applicable Law.
Actions of Parent and Merger Sub
