Additional Company Actions. (i) Schedule 14D-9. As promptly as practicable (but in no event later than one Business Day) after the commencement of the Offer, the Company shall file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable United States securities Laws, the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement, including the notice and other information required by Section 10.355(b-1) of the TBOC such that the Schedule 14D-9 will constitute a valid notice of appraisal rights under Section 10.355(b-1) of the TBOC, and, subject to Section 5.3, reflect the Company Board Recommendation.
Additional Company Actions. (i) On the date of the commencement of the Offer, following the filing of the Schedule TO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement, shall include a notice of appraisal rights in compliance with Section 262 of the DGCL, and, subject to Section 5.2, shall reflect the Company Recommendation. The Company shall cause the Schedule 14D-9 to be disseminated to holders of Shares as promptly as practicable after the filing of the Schedule TO in a manner that complies with Rule 14d-9 under the Exchange Act, as and to the extent required under applicable U.S. securities laws.
Additional Company Actions. (i) As promptly as practicable after the commencement of the Offer, following the filing of the Schedule TO (and in any event within one (1) Business Day after the filing of the Schedule TO), the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent permitted by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and, subject to Section 6.2, shall include the Company Board Recommendation. The Company shall also include in the Schedule 14D-9 a notice of appraisal rights, in compliance with Section 262 of the DGCL, that includes a description of the procedures for the holders of Dissenting Shares to demand an appraisal of such Dissenting Shares in accordance with the DGCL.
Additional Company Actions. (i) As promptly as practicable after the commencement of the Offer, following the filing of the Schedule TO (and in any event within three (3) Business Days after the filing of the Schedule TO), the Company shall file with the SEC and disseminate to holders of Company Common Stock, Company Class B Stock and Company Class C Stock, in each case as and to the extent required by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and, subject to Section 5.3, shall include the Company Board Recommendation. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with other applicable laws.
Additional Company Actions. (i) As promptly as practicable after the commencement of the Offer, following the filing of the Schedule TO (and in any event within three Business Days after the filing of the Schedule TO), the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement and, subject to Section 5.3, shall reflect the Company Board Recommendation. The Company shall cause the Schedule 14D-9 and the filing and dissemination thereof to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and with other applicable Laws.
Additional Company Actions. (i) On the Offer Commencement Date, following the filing of the Schedule TO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall reflect the terms and conditions of this Agreement, shall include a notice of appraisal rights in compliance with Section 262 of the DGCL, and, subject to Section 5.3, shall reflect the Special Committee Recommendation and the Company Board Recommendation; provided that the Company shall, prior to filing the Schedule 14D-9 with the SEC, provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment thereon, and the Company will consider in good faith all reasonable additions, deletions or changes suggested thereto by the Company or its counsel. The Company shall cause the Schedule 14D-9 to be disseminated to holders of shares of Company Common Stock as promptly as practicable after the filing of the Schedule TO in a manner that complies with Rule 14d-9 under the Exchange Act, as and to the extent required under applicable U.S. securities laws.
Additional Company Actions. (i) On the date of the commencement of the Offer, following the filing of the Schedule TO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall include a notice of appraisal rights in compliance with Section 262 of the DGCL, and, subject to Section 7.2, shall reflect the Company Recommendation. The Company shall set the record date for the Company’s stockholders to receive such notice of appraisal rights as the same date as the Stockholder List Date and shall disseminate the Schedule 14D-9 including such notice of appraisal rights to the Company’s stockholders to the extent required by Section 262(d) of the DGCL. The Company shall cause the Schedule 14D-9 to be disseminated to holders of Shares as promptly as practicable after the filing of the Schedule TO in a manner that complies with Rule 14d-9 under the Exchange Act, as and to the extent required under applicable U.S. securities laws. The Schedule 14D-9, together with any Company Schedule 13E-3 filed pursuant to Section 2.1(e)(ii), shall be collectively referred herein as the “Schedule 14D-9 Documents”.
Additional Company Actions. (i) Schedule 14D-9. On the Offer Commencement Date, as promptly as practicable following the filing of the Schedule TO, the Company will file with the SEC and disseminate to the holders of Shares, in each case as and to the extent required by applicable United States securities laws, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that will reflect the terms and conditions of this Agreement, include the notice and other information required by Section 262(d)(2) of the DGCL such that the Schedule 14D-9 will constitute a valid notice of appraisal rights under Section 262(d)(2) of the DGCL, and, subject to Section 5.3, reflect the Company Board Recommendation.
Additional Company Actions. (i) Schedule 14D-9. On the Offer Commencement Date, the Company filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable U.S. federal securities Law, the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”). Promptly following the execution of this Amended and Restated Agreement, the Company will file an amendment to the Schedule 14D-9 and cause such amendment to be disseminated to the holders of Shares as and to the extent required by applicable U.S. federal securities Law. The Schedule 14D-9 will reflect the terms and conditions of this Agreement, include the notice and other information required by Section 262(d)(2) of the DGCL such that the Schedule 14D-9 will constitute a valid notice of appraisal rights under Section 262(d)(2) of the DGCL, and, subject to Section 7.2, include the Company Recommendation.
Additional Company Actions. Prior to the Closing Date, the Company shall take the actions set forth in Section 6.12 of the Company Disclosure Letter.
