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

Actions of Parent and Merger Sub. ​ (a) Schedule TO. 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 the Exchange Act. 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 and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. 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 reasonable best 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 to the extent required by the Exchange Act. 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 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, 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) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer.

Actions of Parent and Merger Sub. ​ (a) Schedule TO. 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 the Exchange Actapplicable 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 and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleadingLaw. Each of Parent, Merger Sub, 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 best 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 to the extent required by the Exchange ActLaw. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub, 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, 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) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (b) For purposes of this Agreement, and the Offer, unless otherwise mutually agreed to by the Company and Merger Sub, any shares of Company Common 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 Merger Sub or to an agent of Merger Sub. (c) Without limiting the generality of Section 9.10, Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, which funds shall be deposited with the Paying Agent concurrently with or promptly following the Acceptance Time, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (d) This Agreement and the transactions contemplated hereby shall be effected under Section 251(h) of the DGCL, and Parent and Merger Sub shall cause the Merger to be effected as soon as practicable following the consummation of the Offer. (e) At or prior to the Acceptance Time, Parent shall duly authorize, execute and deliver, and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR Agreement.

Actions of Parent and Merger Sub. ​ (a) Schedule TO. As promptly as practicable on the date of commencement of the Offer Commencement Date(within the meaning of Rule 14d-2 under the Exchange Act), 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 the Offer to purchase Purchase and form of the related letter of transmittal and (ii) cause the Schedule TO, the offer Offer to purchase, form of letter of transmittal, Purchase and other related documents to be disseminated to holders of shares of Company Common Stock to the extent required by the Exchange ActStock. Parent and Xxxxxx Merger 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 the rules and regulations thereunder and other applicable Law and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleadingLaw. Each of Parent, Merger Sub, 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 best 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 to the extent required by the Exchange ActLaw. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub, 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, 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) agree to provide the Company and its counsel with a copy of any written comments (and a summary description of any oral comments) comments that Parent, Merger Sub, 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) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses. Each of Parent and Merger 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 Merger Sub, any shares of Company Common 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 Merger Sub or to an agent of Merger 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. (b) Without limiting the generality of Section 9.10, Parent shall cause to be provided to Merger Sub all of the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective controlled Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (c) This Agreement and the Transactions shall be effected under Section 251(h) of the DGCL and Parent and Merger Sub shall cause the Merger to be effected as soon as practicable following the consummation of the Offer. (d) The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act. On the date filed with the SEC, on the date first published, sent or given to the Company’s stockholders and at all other times at or prior to the Acceptance Time, the Offer Documents 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 the light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Merger Sub with respect to any information supplied in writing by the Company specifically for inclusion in the Offer Documents. None of the information supplied or to be supplied by or on behalf of Parent for inclusion in the Schedule 14D-9 will, at the time the Schedule 14D-9 is filed with the SEC, at the time the Schedule 14D-9 is mailed to the stockholders of the Company, or at any other time at or prior to the Acceptance Time, 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 the light of the circumstances under which they were made, not misleading.

Actions of Parent and Merger Sub. ​ (a) Schedule TO. As promptly as practicable on On the Offer Commencement Date, Parent and Merger Sub shall shall: (i) file 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 and the related form of summary advertisement (such Tender Offer (together with Statement on Schedule TO and all exhibits, amendments and supplements thereto and including exhibits thereto, being referred to collectively in this Agreement as the “Schedule TOOffer Documents”) 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 Offer Documents to be disseminated to holders of shares of Company Common Stock to the extent as required by applicable Law and shall otherwise comply with its obligations under the Rule 14d-3(a) promulgated under the Exchange Act. . (b) Parent and Xxxxxx Merger Sub agree that they shall cause the Schedule TO, together with all documents included therein pursuant Offer Documents to which the Offer will be made (collectively and with any supplements or amendments thereto, the “Offer Documents”i) filed by either Parent or Merger Sub with the SEC to comply in all material respects with the applicable requirements of the Exchange Act and other applicable Law and to (ii) not contain any untrue statement of a material fact or omission of a omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. Each ; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of Parent, Merger Sub, and the Company agrees to promptly correct any information provided for inclusion or incorporation by it for use reference 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 reasonable best 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 to the extent required by the Exchange Act. 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 in connection with any action contemplated by this Section 2.2(a). . (c) 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 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 (Ai) promptly provide the Company and its counsel with a copy of any written comments (and or a summary description of any oral comments) that Parent, comments received by Parent or Merger Sub (or by counsel to Parent or 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, and (Bii) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to formulated in connection with such comments provided prior to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions filing thereof with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responsesSEC. Each of Parent and Merger Sub shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (d) To the extent required by the applicable requirements of the Exchange Act: (i) each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if such information shall have become false or misleading in any material respect and (ii) each of Parent and Merger Sub shall take all steps necessary to promptly cause the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and, to the extent required by applicable Law, to be disseminated to holders of Company Common Stock and shall otherwise comply with its obligations under the Rule 14d-3(a) promulgated under the Exchange Act. (e) Parent shall cause to be provided to Merger Sub all of the funds necessary to purchase any shares of Company Common Stock that Merger Sub or the Surviving Corporation becomes obligated to purchase or pay for pursuant to the Offer or the Merger, and shall cause Merger Sub and the Surviving Corporation to perform, on a timely basis, all of their respective obligations under this Agreement.

Actions of Parent and Merger Sub. ​ (a) Schedule TO. 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, purchase and other related documents to be disseminated to holders of shares of Company Common Stock to the extent required by the Exchange ActStock. Parent and Xxxxxx Merger 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 the rules and regulations thereunder and other applicable Law and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleadingLaw. Each of Parent, Merger Sub, 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 best 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 to the extent required by the Exchange ActLaw. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub, 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, 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 agree to (Ai) provide the Company and its counsel with a copy of any written comments (and a summary of any oral comments) that Parent, Merger Sub, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, (Bii) to give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (Ciii) give reasonable and good faith consideration to any such comments made in respect of any such proposed responsesresponses and (iv) to the extent reasonably practicable, provide the Company and its counsel a reasonable opportunity to participate in any material discussions with the SEC or its staff concerning such comments. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (b) For purposes of this Agreement, and the Offer, unless otherwise mutually agreed to by the Company and Merger Sub, any shares of Company Common 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 Merger Sub or to an agent of Merger Sub. (c) Without limiting the generality of Section 9.10, Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, which funds shall be deposited with the Paying Agent promptly (and in any event no later than the second (2nd) Business Day) following the Acceptance Time and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (d) This Agreement and the transactions contemplated hereby shall be effected under Section 251(h) of the DGCL and Parent and Merger Sub shall cause the Merger to be effected as soon as practicable following the consummation of the Offer.

Actions of Parent and Merger Sub. ​ (a) Schedule TO. 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 (mutually approved by Parent and the Company) 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 the Exchange Actapplicable 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 and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleadingLaw. Each of Parent, Merger Sub, 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 best 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 to the extent required by the Exchange ActLaw. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub, Sub or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required 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 or the dissemination thereof to holders of shares of Company Common Stock, 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, 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) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (b) For purposes of this Agreement, and the Offer, unless otherwise mutually agreed to by the Company and Merger Sub, any shares of Company Common 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 Merger Sub or to an agent of Merger Sub. (c) Without limiting the generality of Section 9.10, Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, which funds shall be deposited with the Paying Agent concurrently with or prior to the Acceptance Time, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (d) Parent shall, upon the reasonable request of the Company, advise the Company (including, on each of the last seven (7) Business Days prior to the then scheduled Expiration Time, at least on a daily basis) as to the number of shares of Company Common Stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer. (e) This Agreement and the Transactions contemplated hereby shall be effected under Section 251(h) of the DGCL and Parent and Merger Sub shall cause the Merger to be effected as soon as practicable following the consummation of the Offer.

Actions of Parent and Merger Sub. ​ (a) Schedule TO. As promptly as practicable on On the Offer Commencement Date, Parent and Merger Sub shall shall: (i) file 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 (together with Statement on Schedule TO and all exhibits, amendments and supplements thereto and including exhibits thereto, being referred to collectively in this Agreement as the “Schedule TOOffer Documents”) 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 Offer Documents to be disseminated to holders of shares of Company Common Stock to the extent as required by the Exchange Act. applicable Law. (b) Parent and Xxxxxx Merger Sub agree that they shall cause the Schedule TO, together with all documents included therein pursuant Offer Documents to which the Offer will be made (collectively and with any supplements or amendments thereto, the “Offer Documents”i) filed by either Parent or Merger Sub with the SEC to comply in all material respects with the applicable requirements of the Exchange Act and other applicable Law and to (ii) not contain any untrue statement of a material fact or omission of a omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. Each ; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of Parent, Merger Sub, and the Company agrees to promptly correct any information provided for inclusion or incorporation by it for use reference 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 reasonable best 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 to the extent required by the Exchange Act. 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 in connection with any action contemplated by this Section 2.2(a). . (c) 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 SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any such comments made provided by the Company (or its counselcounsel to the Company). Parent and Merger Sub shall (Ai) as promptly as reasonably practicable provide the Company and its counsel with a copy of any written comments (and or a summary description of any oral comments) that Parent, comments received by Parent or Merger Sub (or by counsel to Parent or Merger Sub, or their counsel may receive ) from the SEC or its staff with respect to the Offer Documents promptly after receipt of such commentsDocuments, (Bii) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to formulated in connection with such comments provided prior to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions filing thereof with the SEC or its staff concerning such comments, (and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses. Each of Parent and Merger Sub shall respond promptly give reasonable consideration to any comments provided by the Company (or counsel to the Company)), and (iii) respond as promptly as reasonably practicable to any such comments of the SEC or its staff with respect to the Offer Documents or the Offer. The Company shall as promptly as reasonably practicable furnish to Parent and Merger Sub all information concerning the Company and provide such other assistance as may be reasonably requested in connection with any action contemplated by this Section 2.2. (d) To the extent required by the applicable requirements of the Exchange Act: (i) each of Parent, Merger Sub and the Company shall as promptly as reasonably practicable correct any information provided by it for use in the Offer Documents if such information shall have become false or misleading in any material respect and (ii) each of Parent and Merger Sub shall take all steps necessary to as promptly as reasonably practicable cause the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and, if required, to be disseminated to holders of Company Common Stock. (e) Parent shall cause to be provided to Merger Sub all of the funds necessary to purchase any Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement.

Actions of Parent and Merger Sub. ​ (a) Schedule TO. 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, purchase and other related documents to be disseminated to holders of shares of Company Common Stock to the extent required by the Exchange ActStock. Parent and Xxxxxx Merger Sub agree that they shall use their reasonable best efforts to 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 SEC, to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Law and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleadingLaw. Each of Parent, Merger Sub, 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 best 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 to the extent required by the Exchange ActLaw. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub, 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, 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) agree to provide the Company and its counsel with a copy of any written comments (and a summary of any oral comments) that Parent, Merger Sub, 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) and to give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (b) For purposes of this Agreement, and the Offer, unless otherwise mutually agreed to by the Company and Merger Sub, any shares of Company Common 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 Merger Sub or to an agent of Merger Sub. (c) Without limiting the generality of Section 9.10, Parent shall cause to be provided to Merger Sub all of the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, which funds shall be deposited with the Paying Agent concurrently with or promptly following the Acceptance Time, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (d) This Agreement and the transactions contemplated hereby shall be effected under Section 251(h) of the DGCL and Parent and Merger Sub shall cause the Merger to be effected as soon as practicable following the consummation of the Offer.

Actions of Parent and Merger Sub. ​ (a) Schedule TOMerger Sub shall make the Offer by means of an offer to purchase (the “Offer to Purchase”) that, among other things, describes the terms of the Offer and the Offer Conditions. As promptly as practicable on or after the Offer Commencement Date, Parent and Merger Sub shall (i) file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements 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 ). The Schedule TOTO shall include, as exhibits, the offer Offer to purchasePurchase, a form of letter of transmittal, a form of summary advertisement, a form of notice of guaranteed delivery and other related customary or required ancillary documents to be disseminated to holders of shares of Company Common Stock to the extent required by the Exchange Act. Parent and Xxxxxx Sub agree that they shall cause the Schedule TO, together with all documents included therein instruments pursuant to which the Offer will be is made (collectively and collectively, together with any amendments, supplements or amendments and exhibits thereto, the “Offer Documents”) filed by either ). Parent or and Merger Sub with shall cause the SEC Offer Documents to comply include all information required under, and shall otherwise comply, in all material respects respects, with applicable Law, including the Exchange Act Act, and other applicable Law and to shall not contain any untrue statement of a material fact or omission of a 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, however, that no covenant or representation is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. The Company (i) shall promptly furnish to Parent all information concerning the Company or any of its applicable Affiliates required by the Exchange Act to be set forth in the Offer Documents and (ii) unless the Company Board has effected a Change in Recommendation, approves of the inclusion of the recommendation of the Company Board that stockholders of the Company tender their shares of Company Common Stock pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents. The Company shall cause the information supplied by it or on behalf of it for inclusion in the Offer Documents, at the respective times the Offer Documents are specifically filed with the SEC, not to contain any untrue statements 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 are made, not misleading. Each Merger Sub shall cause the Offer Documents to be disseminated to the holders of ParentCompany Common Stock, as and to the extent required by applicable Law, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company agrees to Company, on the other hand, shall promptly notify the other Party and correct any information provided by it or on behalf of it for use in the Offer Documents Documents, if and to the extent that such information shall have become becomes false or misleading in any material respectrespect or as otherwise required by applicable Law, and Parent further agrees to use reasonable best efforts to promptly Merger Sub shall cause the Offer Documents, as so corrected, to be filed with the SEC and to promptly be disseminated to the holders of shares of Company Common Stock Stock, in each case, as and to the extent required by applicable Law to the extent required by Law, including the Exchange Act. 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 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, and Parent and Merger Sub shall give the Company and its counsel a reasonable opportunity to review the Schedule TO and the Offer Documents each time before they are filed with the SEC or disseminated to the holders of Company Common Stock, and Parent, Merger Sub and their counsel shall consider in good faith consideration to any such comments made reasonable additions, deletions or changes suggested by the Company or its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel with a copy (i) copies of any written comments (comments, and shall provide them with a written summary of any oral comments) , that Parent, Merger Sub, 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, comments and (Bii) copies of any written responses thereto or a written summary of any oral responses thereto. Parent and Merger Sub shall give the Company and its counsel a reasonable opportunity (to the extent practicable) to review any such responses, and comment on Merger Sub shall consider in good faith any response to such comments provided to reasonable additions, deletions or changes suggested by the SEC Company or its staff counsel. The Company and participate in its counsel shall have the formulation of any response right to such comments of the SEC consult with Parent and Merger Sub or its staff, including the opportunity to participate in their counsel regarding any discussions or meetings with the SEC or its staff concerning other Governmental Entities related to the Offer, the Merger or the other Transactions to the extent such commentsconsultation is not prohibited by the SEC or other Governmental Entities. (b) Without limiting the generality of Section 9.10, and (C) give reasonable subject in all respects to the other terms and good faith consideration conditions of the Agreement and the Offer Conditions, Parent shall cause to be timely provided to Merger Sub all of the funds necessary to purchase any such comments made in respect shares of any such proposed responsesCompany Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Each Parent and Merger Sub shall, and each of Parent and Merger Sub shall respond promptly to ensure that all of their respective Affiliates shall, tender any comments shares of the SEC or its staff with respect to the Offer Documents or Company Common Stock held by them into the Offer. (c) This Agreement and the Transactions shall be effected under Section 251(h) of the DGCL and Parent and Merger Sub shall cause the Merger to be effected as soon as practicable following the consummation of the Offer.

Actions of Parent and Merger Sub. ​ (a) Schedule TO. 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 the Exchange Actapplicable 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 and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleadingLaw. Each of Parent, Merger Sub, 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 best 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 to the extent required by the Exchange ActLaw. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub, Sub or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required in connection with any action contemplated by this Section 2.2(a). 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 (Aa) provide the Company and its counsel with a copy of any written comments (and a summary of any oral comments) that Parent, Merger Sub, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, (Bb) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (Cc) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (b) For purposes of this Agreement, and the Offer, unless otherwise mutually agreed to by the Company and Merger Sub, any shares of Company Common 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 Merger Sub or to an agent of Merger Sub. (c) Without limiting the generality of Section 9.10, Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, which funds shall be deposited with the Paying Agent concurrently with or promptly following the Acceptance Time, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (d) This Agreement and the transactions contemplated hereby shall be effected under Section 251(h) of the DGCL and Parent and Merger Sub shall cause the Merger to be effected as soon as practicable following the consummation of the Offer.

Actions of Parent and Merger Sub. ​ (a) Schedule TO. As promptly as practicable on On the Offer Commencement Date, Parent and Merger Sub shall shall: (i) file 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 (together with Statement on Schedule TO and all exhibits, amendments and supplements thereto and including exhibits thereto, being referred to collectively in this Agreement as the “Schedule TOOffer Documents”) 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 Offer Documents to be disseminated to holders of shares of Company Common Stock to the extent as required by the Exchange Act. applicable Law. (b) Parent and Xxxxxx Merger Sub agree that they shall cause the Schedule TO, together with all documents included therein pursuant Offer Documents to which the Offer will be made (collectively and with any supplements or amendments thereto, the “Offer Documents”i) filed by either Parent or Merger Sub with the SEC to comply in all material respects with the applicable requirements of the Exchange Act and other applicable Law and to (ii) not contain any untrue statement of a material fact or omission of a omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. Each ; provided, however, that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of Parent, Merger Sub, and the Company agrees to promptly correct any information provided for inclusion or incorporation by it for use reference 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 reasonable best 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 to the extent required by the Exchange Act. 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 in connection with any action contemplated by this Section 2.2(a). . (c) 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 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 (Ai) promptly provide the Company and its counsel with a copy of any written comments (and or a summary description of any oral comments) that Parent, comments received by Parent or Merger Sub (or by counsel to Parent or 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, and (Bii) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to formulated in connection with such comments provided prior to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions filing thereof with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responsesSEC. Each of Parent and Merger Sub shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and provide such other assistance as may be reasonably requested in connection with any action contemplated by Section 2.2. (d) To the extent required by the applicable requirements of the Exchange Act: (i) each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if such information shall have become false or misleading in any material respect and (ii) each of Parent and Merger Sub shall take all steps necessary to promptly cause the Offer Documents, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of Company Common Stock. (e) Parent shall cause to be provided to Merger Sub all of the funds necessary to purchase any Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement.