Common use of Company Action Clause in Contracts

Company Action. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On the date As promptly as practicable after the Offer Documents are filed with the SEC pursuant to the first sentence of Section 1.01(d) (but in no event later than the following Business Day after the Offer Documents are filed with the SEC), the Company shallshall file with the SEC and, in to the extent required by applicable U.S. securities Laws, disseminate to holders of Shares a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendmentsexhibits, amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to the provisions of Section 6.3(e6.04(d), contain shall reflect the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with To the applicable provisions of extent requested by the Exchange Act Company, Parent and Delaware corporation Law. The Company Sub shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent be mailed or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be otherwise disseminated to the Company Stockholdersholders of Shares together with the Offer Documents disseminated to the holders of Shares. The Each of the Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree Sub agrees promptly to promptly correct or supplement any information provided by such party it or any of its Affiliates for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. The Company agrees to shall cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable U.S. securities Laws. The Parent, the Purchaser Sub and their counsel shall be given a reasonable opportunity to review and comment (i) on the Schedule 14D-9 each time before it is filed with the SECSEC after the date hereof, and the Company shall give due reasonable and good faith consideration to the reasonable all additions, deletions or changes thereto suggested thereto by Parent and its legal counsel that the ParentCompany reasonably determines to be appropriate and (ii) on any correspondence with the SEC (including comment response letters) concerning the Schedule 14D-9, the Purchaser and their counsel. In addition, the Company shall provide the give reasonable good faith consideration in each response to those views and comments made by Parent, Sub and their counsel related thereto that the Purchaser Company reasonably determines to be appropriate. The Company shall provide Parent and Sub and their counsel with copies of any written comments, and shall inform them of any or oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, . Parent and any written or oral responses thereto. The Sub shall promptly furnish to the Company all information concerning Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses Sub and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as Offer that may be required or reasonably requested in connection with any action contemplated by Law or (iithis Section 1.02. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation and the other approvals set forth in Section 4.02(b) as contemplated or permitted by Section 6.3of this Agreement.

Company Action. (a) Schedule 14D-9. On The Company shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the date SEC, as promptly as practicable after the filing by Parent of the Offer Documents are filed with the SEC the Company shall(and in any event within ten (10) business days following such filing), in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendmentsany amendments or supplements thereto, supplements and including the exhibits thereto, the “Schedule 14D-9”) that ), which shall, subject to the provisions of Section 6.3(e7.2(e) and Section 1.1(h), contain include the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Recommendation with respect to the applicable provisions of Offer and the Exchange Act Fairness Opinions, and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply holders of Shares, in all each case, as and to the extent required by the Securities Laws. Subject to Section 7.2(e) and Section 1.1(h), the Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respects respect (and each of Parent and Merger Sub, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the requirements of Company with respect to correcting such information) and to supplement the applicable United States federal securities Laws and Delaware corporation Law and, on information contained in the date first filed with Schedule 14D-9 to include any information that shall become necessary in order to make the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated statements therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by and the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to shall cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case Company’s stockholders as and to the extent required by the Exchange ActSecurities Laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto before it is they are filed with the SEC, and SEC or disseminated to the holders of Shares. The Company shall give due consideration respond as promptly as reasonably practicable to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt and provide copies of such comments, comments to Parent promptly upon receipt and any written or oral copies of proposed responses thereto. The Parent, the Purchaser and their counsel shall be given to Parent a reasonable opportunity time prior to review any such written responses and the Company shall give due consideration filing or dissemination to the reasonable additions, deletions or changes suggested thereto allow for meaningful comment by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On As soon as practicable on the date day that the Offer Documents are filed is commenced, the Company will file with the SEC the Company shall, in and disseminate to holders of Shares a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with (the SEC with respect "SCHEDULE 14D-9") which shall include the opinion of CIBC World Markets referred to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shallin Section 3.21 and, subject to the provisions of Section 6.3(e5.4(c), contain shall include the Recommendations (as defined in Section 3.18). Parent shall promptly furnish to the Company Board Recommendationall information concerning Parent, Parent's Subsidiaries and Parent's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). The Schedule 14D-9 will comply in all material respects with Subject to Section 5.4(c), the applicable provisions Company hereby consents to the inclusion of the Exchange Act Recommendations in the Offer Documents and Delaware corporation Law. The Company agrees that none of the Recommendations shall cause be withdrawn, modified or changed in the Offer Documents or the Schedule 14D-9 in a manner adverse to comply Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw, modify or change any of the Recommendations in all material respects a manner adverse to Parent or Merger Sub shall be adopted or proposed it being understood that, for purposes of this Agreement, a Recommendation shall be deemed to be withdrawn, modified or changed in a manner adverse to Parent and Merger Sub if such Recommendation ceases to be unanimous. Notwithstanding the foregoing, the Board of Directors of the Company may withhold, withdraw or modify in a manner adverse to Parent its Recommendations in accordance with the requirements terms of Section 5.4(c) hereof. Each of the applicable United States federal securities Laws Company, Parent and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Merger Sub agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to its being filed with the SEC, . The Company agrees to provide Parent and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their its counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time receives from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC, to the extent reasonably practical concurrently with the filing of the Offer Documents are filed with the SEC the Company shallor as soon as practicable thereafter, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain contains the Company Board RecommendationRecommendation and shall promptly disseminate the Schedule 14D-9 to the Stockholders as and to the extent required by Rule 14d-9 under the Exchange Act. The Schedule 14D-9 will comply shall include as an exhibit an information statement required in all material respects connection with the applicable provisions of Offer under Rule 14f-1 under the Exchange Act and Delaware corporation Law(as amended or supplemented from time to time, the “Information Statement”). The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9Law. The Company agrees parties agree to use their respective reasonable best efforts to cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company StockholdersStockholders together with the Offer Documents. The Company, on the one hand, and the Parent and Merger Sub shall as promptly as reasonably practicable following the Purchaser, on date hereof furnish to the other hand, agree Company all information concerning Parent and Merger Sub that may be required or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of the parties agrees to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions any comments (whether written or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, oral) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to the any comments provided by Parent or Merger Sub. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On As soon as practicable on the date day that the Offer Documents are filed is commenced, the Company will file with the SEC the Company shall, in and disseminate to holders of Shares a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with (the SEC with respect "SCHEDULE 14D-9") which shall include the opinion of Xxxxxxxx, Ball & Xxxxxx ("PBW") referred to in Section 2.17 and shall include the Recommendations (as defined in Section 2.2). Parent shall promptly furnish to the Offer (together Company all information concerning Parent, Parent's Subsidiaries and Parent's stockholders that may be required or reasonably requested in connection with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of any action contemplated by this Section 6.3(e1.2(a), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company hereby consents to the inclusion of the Recommendations in the Offer Documents and agrees that none of the Recommendations shall cause be withdrawn, modified or changed in the Offer Documents or the Schedule 14D-9 in a manner adverse to comply Parent or Merger Sub, and no resolution by the Board of Directors of the Company or any committee thereof to withdraw, modify or change any of the Recommendations in all material respects a manner adverse to Parent or Merger Sub shall be adopted or proposed IT BEING UNDERSTOOD THAT, for purposes of this Agreement, a Recommendation shall be deemed to be withdrawn, modified or changed in a manner adverse to Parent and Merger Sub if such Recommendation ceases to be unanimous. Notwithstanding the foregoing, the Board of Directors of the Company may withhold, withdraw or modify in a manner adverse to Parent its Recommendations in accordance with the requirements terms of Section 4.3(e) hereof. Each of the applicable United States federal securities Laws Company, Parent and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Merger Sub agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to its being filed with the SEC, . The Company agrees to provide Parent and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their its counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time receives from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On Promptly after the date commencement of the Offer Documents are filed with (within the SEC the Company shall, in a manner that complies with meaning of Rule 14d-9 14d-2 promulgated under the Exchange Act) and in any event within ten (10) days thereafter, the Company shall (i) file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shalland (ii) cause the Schedule 14D-9 to be disseminated to the Company Stockholders as and to the extent required by the Exchange Act. To the extent reasonably practicable, the Schedule 14D-9 shall be filed with the SEC on the same day as the filing by Parent and Merger Sub of the Schedule TO and the parties shall cooperate to cause the Schedule 14D-9 to be disseminated to the Company Stockholders with the Offer Documents (and if so, the expense thereof shall be borne by Parent in connection with its dissemination of the Offer Documents). The Company shall cause the Schedule 14D-9 to (i) comply in all material respects with the provisions of the Exchange Act, the rules and regulations promulgated thereunder and all other applicable Legal Requirements, and (ii) subject to the provisions occurrence of any Company Change in Recommendation pursuant to Section 6.3(e5.4(f), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause hereby further agrees that the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and14D-9, on the date first when filed with the SEC and SEC, at the time of any amendment or supplement thereto, on the date first published, sent or given to holders the Company Stockholders, and at the time of the Sharesconsummation of the Offer, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, except however, that no representation or warranty is made or covenant is made agreed to by the Company with respect to any information supplied by the Parent or the Purchaser Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees Except to cause the extent subsequently amended, modified or supplemented in a subsequently filed Schedule 14D-9, Parent and Merger Sub hereby agree that the information provided by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9 to be disseminated 14D-9, when filed with the SEC, at the time of any amendment or supplement thereto, on the date first published, sent or given to the Company Stockholders. The Company, on the one hand, and at the time of consummation of the Offer, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and Merger Sub shall promptly furnish to the PurchaserCompany in writing all information concerning Parent or Merger Sub that may be required by applicable securities laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of Parent, on Merger Sub and the other hand, agree Company agrees to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent 14D-9 that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and and, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselapplicable federal securities laws. In addition, the Company shall provide the Parent, the Purchaser Merger Sub and their counsel promptly with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review any such proposed written or oral responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser Merger Sub and their counsel. After counsel and to participate in any substantive telephonic communications with the commencement staff of the OfferSEC related thereto. Notwithstanding the foregoing, in connection with the receipt of any Acquisition Proposal by the Company or any action by the Company or the Company Board permitted by the proviso contained in Section 5.4(a) or by Section 5.4(f), the Company will shall not publish, sendbe required to provide Parent or Merger Sub the opportunity to review or comment on (or include comments proposed by Parent or Merger Sub in), or give permit Parent or Merger Sub to Company Stockholders supplemental participate in any discussions regarding, such Schedule 14D-9, or revised materials without any amendment or supplement thereto, or any comments thereon, to the Parent’s prior written consentextent such Schedule 14d-9 or any such discussions relate to such Acquisition Proposal, except as (i) as may be required by Law the reasons for such Acquisition Proposal or (ii) as contemplated any actions taken with respect thereto, or permitted by Section 6.3any additional information reasonably related to such Acquisition Proposal.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC, as promptly as reasonably practicable after the Offer Documents are filed with the SEC (and in any event within five (5) Business Days after the Company shallOffer Documents are filed with the SEC), in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain contains the Company Board Recommendation. The , the fairness opinions of the Company’s financial advisors referenced in Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall promptly disseminate the Schedule 14D-9 will comply in all material respects with to the holders of Shares as and to the extent required by applicable provisions Law, including by setting the Stockholder List Date (as defined below) as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the Exchange Act and Delaware corporation Corporation Law. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the applicable United States federal securities Laws Law. Parent and Delaware corporation Law and, on Merger Sub shall as promptly as reasonably practicable following the date first filed with hereof furnish to the SEC Company all information concerning Parent and on the date first published, sent Merger Sub that may be required or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to the any comments provided by Parent or Merger Sub. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give best efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC on the day the Offer Documents are filed with the SEC (or on such day as may be agreed by the Company shallparties, but in any event in accordance with applicable Law), a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontains the Company Recommendation and the notice and other information required by Section 262(d)(2) of the DGCL, subject and shall promptly disseminate the Schedule 14D-9 to the provisions holders of Shares as and to the extent required by applicable Law, including by setting the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions 262(d)(2) of the Exchange Act and Delaware corporation LawDGCL. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the applicable United States federal securities Laws Law. Parent and Delaware corporation Law and, on Merger Sub shall as promptly as reasonably practicable following the date first filed with hereof furnish to the SEC Company all information concerning Parent and on the date first published, sent Merger Sub that may be required or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Unless the Company Board has effected a Company Adverse Recommendation Change or an Intervening Event Recommendation Change, and prior to the filing of the Schedule 14D-9 (including any written amendment or oral responses supplement thereto. The Parent) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to the any comments provided by Parent or Merger Sub. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give best efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On As promptly as practicable on the date that the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies concurrently with Rule 14d-9 under or following the Exchange Actfiling of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) and Schedule 13E-3 (such Schedule 13E-3 filed by the Company, the “Company Schedule 13E-3”) that shallcontains the Company Recommendation, subject and shall promptly disseminate the Schedule 14D-9 and the Company Schedule 13E-3 to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Company’s stockholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation Lawthe Parent Schedule 13E-3. The Company shall cause the Schedule 14D-9 and the Company Schedule 13E-3 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Schedule 14D-9 will also contain the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders notice of the Shares, not to contain any untrue statement of material fact or omit to state any material fact appraisal rights required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made delivered by the Company under Section 262(d)(2) of the DGCL in connection with respect a merger effected pursuant to any Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information supplied concerning Parent and Merger Sub that is required by the Parent or the Purchaser in writing specifically Company for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to and the Company StockholdersSchedule 13E-3. The Company, on Each of the one hand, and the Parent and the Purchaser, on the other hand, agree Parties agrees to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 or the Company Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and to correct any material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 and the Company Schedule 13E-3 as so corrected, corrected to be filed with the SEC and disseminated to the Company StockholdersCompany’s stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser Parent and their its outside counsel with copies any comments (including a summary of any written comments, and shall inform them of any oral comments, ) that the Company or its outside counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or the Company Schedule 13E-3 promptly after receipt of such comments. Except from and after a Change in Recommendation or in connection with any disclosures that are permitted by Section 6.3(f), and prior to the filing of the Schedule 14D-9 or the Company Schedule 13E-3 (including any written amendment or oral responses supplement thereto. The Parent) with the SEC or dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC with respect to the Schedule 14D-9 or the Company Schedule 13E-3, the Purchaser and their counsel Company shall be given provide Parent with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable and good faith consideration to the any comments provided by Parent. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On the date The Company hereby approves of and consents to the Offer Documents and represents and warrants that the Board of Directors, at a meeting duly called and held on June 30, 1997, at which a majority of the Directors were present: (i) duly approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are filed fair to and in the best interests of the holders of both the Company Common Stock and the Series D Shares; and (ii) with respect to the Rights Agreement, duly amended the Rights Agreement to provide that (1) neither this Agreement nor any of the transactions contemplated hereby, including the Offer and the Merger, will result in the occurrence of a "Distribution Date" (as such term is defined in the Rights Agreement) or otherwise cause the Rights to become exercisable by the holders thereof and (2) the Rights shall automatically on and as of the Effective Time (as hereinafter defined) be void and of no further force or effect. (b) The Company shall file with the SEC SEC, as promptly as practicable after the Company shallfiling by the Purchaser of the Schedule 14D-1 with respect to the Offer, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with any and all amendmentsamendments or supplements thereto, supplements and including the exhibits thereto, the “"Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e"), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal Federal securities Laws and Delaware corporation Law law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesCompany's stockholders, shall not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied furnished by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and to be disseminated to holders of the Company StockholdersShares, in each case and as and to the extent required by the Exchange Actapplicable Federal securities laws. The ParentCompany shall mail, the Purchaser and their counsel shall or cause to be given a reasonable opportunity to review the mailed, such Schedule 14D-9 before it is filed to the stockholders of the Company at the same time the Offer Documents are first mailed to the Stockholders of the Company together with the SEC, such Offer Documents. The Schedule 14D-9 and the Company Offer Documents shall give due consideration to contain the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement recommendations of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.Board of Directors 3

Company Action. (a) Schedule 14D-9. On the date the Offer Documents are filed with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation New Jersey Corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware New Jersey corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree agrees to promptly correct any information provided by such party for use in the Schedule 14D-914dD-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholderscompany Stockholders , in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give given due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer and the Merger. On The Company shall file with the SEC, on or as soon as practicable after the date of the Offer Documents are filed with commencement of the SEC the Company shallOffer, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, any supplements and exhibits or amendments thereto, the “"SCHEDULE 14D-9") containing the recommendations of the Board of Directors of the Company in favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, including the Merger, and shall promptly mail the Schedule 14D-9 to the stockholders of the Company. Parent will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9”) that shall, subject any information concerning Parent or Purchaser required under the Exchange Act and the rules and regulations thereunder to be included in the provisions of Section 6.3(e), contain the Company Board RecommendationSchedule 14D-9. The Company shall ensure that the Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law laws and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesCompany's stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Exchange ActCompany, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or have become false or misleading in any material respect and the Company shall take all action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and disseminated to the holders of Shares as and to the extent required by applicable law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and, unless Parent shall take any action permitted by Section 6.3, any amendments thereto prior to the filing thereof with the SEC, . The Company agrees to provide Parent and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their its counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer and the Merger. On The Company shall file with the SEC, on or as soon as practicable after the date of the Offer Documents are filed with commencement of the SEC the Company shallOffer, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, any supplements and exhibits or amendments thereto, the “Schedule 14D-9”) that shallcontaining the recommendations of the Board of Directors of the Company in favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, subject including the Merger, and shall promptly mail the Schedule 14D-9 to the provisions stockholders of Section 6.3(e), contain the Company. Parent will promptly supply to the Company Board Recommendationin writing, for inclusion in the Schedule 14D-9, any information concerning Parent or Purchaser required under the Exchange Act and the rules and regulations thereunder to be included in the Schedule 14D-9. The Company shall ensure that the Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law laws and, on the date first filed with the SEC and on the date first published, sent or given to holders of the SharesCompany’s stockholders, shall not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Exchange ActCompany, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or have become false or misleading in any material respect and the Company shall take all action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and disseminated to the holders of Shares as and to the extent required by applicable law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed and, unless Parent shall take any action permitted by Section 6.3, any amendments thereto prior to the filing thereof with the SEC, . The Company agrees to provide Parent and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their its counsel with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Subject to the terms of this Agreement, the Company hereby approves of and consents to the Tender Offer. Concurrently with the filing of the Schedule 14D-9. On TO, or as soon as practicable thereafter, the date the Offer Documents are filed Company shall file with the SEC and mail to the Company shall, in holders of the Shares a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all exhibits, amendments, and supplements and exhibits thereto, the “"Schedule 14D-9”"). Subject to Section 6.02 of this Agreement, the Schedule 14D-9 shall set forth, and the Company hereby represents to Parent, that (a) that shallthe Board of Directors of the Company, subject at a meeting duly held or pursuant to unanimous written action, has made the determination and adopted the resolutions referred to in the fourth recital to this Agreement and (b) Seven Hills Partners LLC, as financial advisor to the provisions of Section 6.3(eCompany (the "Financial Advisor"), contain has executed and delivered to the Board of Directors of the Company Board Recommendationits written opinion that as of the date hereof the Offer Price in cash to be received by the holders of the Shares in the Tender Offer and Merger is fair, from a financial point of view, to such holders. Parent shall promptly furnish to Company all information concerning Parent and Sub and their stockholders or stockholder that may be required or reasonably requested by Company in connection with the preparation of the Schedule 14D-9. The Company represents and warrants that the Schedule 14D-9 will shall comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws laws, shall contain the recommendation referred to in the fourth recital to this Agreement and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, shall not to 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 made therein, in light of the circumstances under which they were made, not misleading, except that no covenant representation is made by the Company with respect to any information supplied by the Parent or Sub, as the Purchaser case may be, in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to the Company Stockholdersholders of the Shares, in each case, as and to the extent required by applicable federal securities laws. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree Company agrees to promptly correct correct, update and otherwise change any information provided by such party for use used in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false contain any untrue statement of a material fact or misleading in omit to state any material respect fact required to be stated therein or as otherwise required by applicable Lawnecessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, updated and changed to be filed with the SEC and to be disseminated to holders of the Company StockholdersShares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Sub and their counsel shall be given a reasonable opportunity to review and comment on the initial Schedule 14D-9 before it the initial Schedule 14D-9 is filed with the SEC, SEC and the Company shall give due consideration to consider such comments in good faith for incorporation into the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselSchedule 14D-9. In addition, the Company shall agrees to promptly provide the Parent, the Purchaser Sub and their counsel with any comments or other communications, including copies of any written comments, responses and shall inform them telephonic notification of any oral commentsverbal responses, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such commentscomments or other communications and to consult with Parent and its counsel, and any written or oral responses thereto. The ParentSub and its counsel, the Purchaser and their counsel shall be given a reasonable opportunity prior to review responding to any such written responses and the Company shall give due consideration to the reasonable additions, deletions comments or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3other communications.

Company Action. (a) Schedule 14D-9. On Provided that the conditions contained in Sections 3.1(a) and (c) are satisfied as of the date of commencement of the Offer, as if such date was the Closing Date, except as required by the fiduciary duties of the Board under applicable Law as determined by the Board in good faith, after consultation with its counsel, the Company shall consent to the inclusion in the Offer Documents of a statement that the Board has authorized and approved this Agreement and the transactions contemplated hereby and determined that this Agreement and such transactions are filed in the best interests of the Shareholders, but, that the Board is remaining neutral and making no recommendation as to whether Shareholders should tender their Shares in the Offer (the “Board Recommendation”), together with such other supporting information regarding the Board Recommendation as shall be mutually agreeable by the Board and Purchasers. As promptly as reasonably practicable on or after the date of commencement of the Offer, (but in no event later than 5 business days thereafter) the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to except as required by the provisions fiduciary duties of Section 6.3(e)the Board under applicable Law as determined by the Board in good faith, contain after consultation with its counsel, the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act , and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply in all material respects with the requirements of extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9laws. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchasers agree to correct promptly correct any information provided by such party any of them for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become false or misleading in any material respect or as otherwise required by applicable Lawmisleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company StockholdersShareholders, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3applicable federal securities laws.

Company Action. (a) Schedule 14D-9. On the date that the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies concurrently with Rule 14d-9 under or following the Exchange Actfiling of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontains the Company Recommendation and the fairness opinion delivered by Centerview Partners LLC (and a fair summary thereof), subject and shall promptly disseminate the Schedule 14D-9 to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Stockholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Schedule 14D-9 will also contain the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders notice of the Shares, not to contain any untrue statement of material fact or omit to state any material fact appraisal rights required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made delivered by the Company under Section 262(d)(2) of the DGCL in connection with respect a merger effected pursuant to any Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information supplied concerning Parent and Merger Sub that is required to be set forth in the Schedule 14D-9 or reasonably requested by the Parent or the Purchaser in writing specifically Company for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and to correct any material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to the any comments provided by Parent or Merger Sub. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC, on the same day the Offer Documents are filed with the SEC the Company shallSEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to ‎Section 6.02(e) contains the provisions recommendation of Section 6.3(e), contain the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation. The ”), the fairness opinions of the Company’s financial advisors referenced in ‎Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall as promptly as practicable disseminate the Schedule 14D-9 will comply to the holders of Shares as and to the extent required by applicable Law, including by setting the Stockholder List Date (as defined in all material respects with ‎Section 1.02(b) below) as the applicable provisions record date for the purpose of receiving the notice required by Section 262(d)(2) of the Exchange Act and Delaware corporation Corporation Law. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that may be required by applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to the any comments provided by Parent or Merger Sub. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give best efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On Section 1.2.1 As soon as practicable on the date day that the Offer Documents are filed is commenced, the Company will file with the SEC the and disseminate to holders of shares of Company shall, in Common Stock a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shallwhich shall include the written opinions of UBS Securities LLC (“UBS”) and X.X. Xxxxxx Securities Inc. (“X.X. Xxxxxx”) referred to in Section 3.15.2 hereof and, subject to Section 5.7 hereof, shall include the provisions Recommendations. As soon as practicable after the date of this Agreement, Manpower shall furnish to the Company all information concerning Manpower, Manpower’s Subsidiaries and Manpower’s shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 6.3(e)1.2.1. Subject to Section 5.7 hereof, contain the Company hereby consents to the inclusion of the Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in a manner adverse to Manpower or Merger Sub, and no resolution by the Company Board, the Special Committee or any other committee of the Company Board Recommendationto withdraw, modify or change any of the Recommendations in a manner adverse to Manpower or Merger Sub shall be adopted or proposed. The Schedule 14D-9 will comply Notwithstanding the foregoing, prior to the Appointment Time, the Company Board or the Special Committee may withhold, withdraw, modify or change in all material respects a manner adverse to Manpower, or fail to make, the Recommendations solely in accordance with the applicable provisions terms of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company StockholdersSection 5.7 hereof. The Company, on the one hand, Manpower and the Parent and the Purchaser, on the other hand, Merger Sub each agree promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Manpower and their counsel its legal advisors shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to its being filed with the SEC, SEC or disseminated to holders of shares of Company Common Stock. The Company agrees to provide Manpower and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel its legal advisors with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time legal advisors receives in writing from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after receipt of such written comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On Section 1.2.1 As soon as practicable on the date day that the Offer Documents are filed is commenced, the Company will file with the SEC the and disseminate to holders of shares of Company shall, in Common Stock a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with (the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “"Schedule 14D-9”") that shallwhich shall include the written opinions of UBS Securities LLC ("UBS") and X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") referred to in Section 3.15.2 hereof and, subject to Section 5.7 hereof, shall include the provisions Recommendations. As soon as practicable after the date of this Agreement, Manpower shall furnish to the Company all information concerning Manpower, Manpower's Subsidiaries and Manpower's shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 6.3(e)1.2.1. Subject to Section 5.7 hereof, contain the Company hereby consents to the inclusion of the Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in a manner adverse to Manpower or Merger Sub, and no resolution by the Company Board, the Special Committee or any other committee of the Company Board Recommendationto withdraw, modify or change any of the Recommendations in a manner adverse to Manpower or Merger Sub shall be adopted or proposed. The Schedule 14D-9 will comply Notwithstanding the foregoing, prior to the Appointment Time, the Company Board or the Special Committee may withhold, withdraw, modify or change in all material respects a manner adverse to Manpower, or fail to make, the Recommendations solely in accordance with the applicable provisions terms of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company StockholdersSection 5.7 hereof. The Company, on the one hand, Manpower and the Parent and the Purchaser, on the other hand, Merger Sub each agree promptly to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and to be disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. The Parent, the Purchaser Manpower and their counsel its legal advisors shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to its being filed with the SEC, SEC or disseminated to holders of shares of Company Common Stock. The Company agrees to provide Manpower and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel its legal advisors with copies of any written comments, and shall inform them of any oral comments, that comments the Company or its counsel may receive from time to time legal advisors receives in writing from the SEC or its staff with respect to the Schedule 14D-9 promptly as soon as practicable after receipt of such written comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9The Company hereby approves of and consents to the Offer and represents that the Board, at a meeting duly called and held on February 25, 1996, has (i) unanimously approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (the "TRANSACTIONS"), and (ii) unanimously recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the Transactions. On The Company hereby consents to the date inclusion in the Offer Documents are filed of the recommendation of the Board described in the immediately preceding sentence, subject to the second sentence of Section 5.02(a). (b) As soon as practicable on the date of commencement of the Offer, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “"SCHEDULE 14D-9") containing the recommendation of the Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9”) that shall, subject 14D-9 to the provisions extent required by Rule 14d-9 promulgated under the Securities Exchange Act of Section 6.3(e1934, as amended (the "EXCHANGE ACT"), contain the Company Board Recommendationand any other applicable federal securities laws. The Schedule 14D-9 will comply in all other material respects with the applicable provisions of the Exchange Act and Delaware corporation Lawapplicable federal securities laws. The Company shall cause Company, Parent and Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent which shall have become false or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by and the Company with respect further agrees to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees take all steps necessary to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) The Company shall promptly furnish Merger Sub with mailing labels containing the Exchange Actnames and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additionsfurnish Merger Sub with such additional information, deletions or changes suggested thereto by the Parentincluding, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.2

Company Action. (a) Schedule 14D-9. On The Company shall file with the SEC on or prior to the fifth (5th) business day after the date on which Parent and Merger Sub file the Offer Documents are filed with the SEC (but in no event earlier than the Company shalltenth (10th) business day after the date of this Agreement), in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendmentsany amendments or supplements thereto, supplements and including the exhibits thereto, the “Schedule 14D-9”), which shall 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 shall, subject to the provisions of Section 6.3(e)6.2, contain include the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act , and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply its stockholders, in all each case, as and to the extent required by applicable Law (including by setting the Stockholder List Date (as defined below) as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL). The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respects respect (and each of Parent and Merger Sub, with respect to information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the requirements of Company with respect to correcting such information) and to supplement the applicable United States federal securities Laws and Delaware corporation Law and, on information contained in the date first filed with Schedule 14D-9 to include any information that shall become necessary in order to make the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated statements therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by and the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, amended or supplemented to be filed with the SEC and disseminated to the Company Stockholders, in each case its stockholders as and to the extent required by the Exchange ActSecurities Laws. The ParentUnless the board of directors of the Company has effected a Change of Recommendation, the Purchaser and their counsel Parent shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments or supplements thereto before it is they are filed with the SECSEC or disseminated to the Company’s stockholders, and the Company shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the The Company shall provide the Parent, the Purchaser and their counsel with copies of respond as promptly as reasonably practicable to any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt and, unless the board of directors of the Company has effected a Change of Recommendation, shall provide copies of such commentscomments to Parent promptly upon receipt, and any written or oral shall provide copies of proposed responses thereto. The Parent, the Purchaser and their counsel shall be given to Parent a reasonable opportunity time prior to filing with the SEC and dissemination to the Company’s stockholders to allow for review any such written responses and the Company prompt comment by Parent and shall give due consideration to the all reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On the date the Schedule TO and the Offer Documents are filed with the SEC or as soon as practicable (but in any event no later than one (1) Business Day) thereafter, the Company shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to and without limiting the provisions rights of the Company Board to effect a Change in Recommendation in accordance with Section 6.3(e)8.3, contain the Company Board Recommendation. The Company shall also include, and represents and warrants that it has obtained all necessary consents of the Financial Advisor to include, in the Schedule 14D-9 will the Financial Advisor Opinion in its entirety and a summary of the financial analysis conducted by the Financial Advisor. The Schedule 14D-9 shall comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation LawAct. The Company shall agrees to cause copies of the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given be disseminated to holders of Shares as and to the Sharesextent required by the Exchange Act; provided, not to contain however, that at the Company’s request, Parent and Purchaser shall, at their own expense, disseminate any untrue statement of material fact or omit to state any material fact such Schedule 14D-9 required to be stated thereindisseminated to holders of Common Shares, in light subject to the availability of the circumstances under which they were made, not misleading, except no covenant is made by Schedule 14D-9 at the Company with respect time Parent and Purchaser intend to any information supplied by disseminate the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9Offer Documents. The Company agrees and Parent shall cooperate to cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company Stockholdersholders of Shares together with the Offer Documents disseminated to the holders of Shares. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchaser agree to promptly correct any information provided by such party Party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and copies thereof disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SECSEC or disseminated to holders of Shares, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform provide them a written summary of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses responses, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On As promptly as reasonably practicable on the date of commencement of the Offer Documents are filed Offer, the Company shall (i) file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontaining, subject to the provisions of Section 6.3(e)7.02, contain the Company Board Recommendation, and (ii) disseminate the Schedule 14D-9 to the holders of Shares, in each case, to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities Laws. The Schedule 14D-9 will comply in all material respects shall also contain the notice of appraisal rights required to be delivered by the Company under Section 262(d) of the DGCL at the time the Company first files the Schedule 14D-9 with the applicable provisions of the Exchange Act and Delaware corporation LawSEC. The Company shall cause set the record date for the Company’s stockholders to receive notice of appraisal rights as the same date as the date of the list used to determine the persons to whom the Offer Documents and Schedule 14D-9 to comply in all material respects with the requirements are first disseminated. Each of the applicable United States federal securities Laws Company, Parent and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to correct promptly correct any information provided by such party it for use in the Schedule 14D-9, if and to the extent that such information 14D-9 which shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Laws. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to such document being filed with the SECSEC or disseminated to holders of Shares, and the Company shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Parent, the Purchaser Parent and their its counsel. In addition, the The Company shall provide the Parent, the Purchaser Parent and their its counsel with copies of (i) any comments or other communications, whether written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, comments or other communications and any written or oral responses thereto. The Parent, (ii) reasonable opportunity to participate in the Purchaser response of the Company to such comments and their counsel to provide comments on that response (to which reasonable and good faith consideration shall be given a reasonable opportunity by the Company), including by participating with the Company or its counsel in any discussions or meetings with the SEC to review the extent not prohibited by the SEC. The Company shall respond as promptly as practicable to any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3SEC comments.

Company Action. (a) Schedule 14D-9. On As promptly as reasonably practicable on the date the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselcounsel and shall use reasonable best efforts to respond promptly to any such SEC comments. After the commencement of the Offer, the Company will not publish, send, send or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On The Company shall file with the SEC as promptly as practicable on the date on which Parent and Merger Sub file the Offer Documents are filed with the SEC the Company shallSEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendmentsany amendments or supplements thereto, supplements and including the exhibits thereto, the “Schedule 14D-9”) that ), which shall, subject to the provisions of Section 6.3(e7.03(b), contain include the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act , and Delaware corporation Law. The Company shall cause disseminate the Schedule 14D-9 to comply its stockholders, in all each case, as and to the extent required by the Securities Laws. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respects respect (and each of Parent and Merger Sub, with respect to information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the requirements of Company with respect to correcting such information) and to supplement the applicable United States federal securities Laws and Delaware corporation Law and, on information contained in the date first filed with Schedule 14D-9 to include any information that shall become necessary in order to make the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated statements therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by and the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company further agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, amended or supplemented to be filed with the SEC and disseminated to the Company Stockholders, in each case its stockholders as and to the extent required by the Exchange ActSecurities Laws. The ParentUnless the Company Board has effected an Adverse Recommendation Change in accordance with Section 7.03(c), the Purchaser and their counsel Parent shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments or supplements thereto before it is they are filed with the SECSEC or disseminated to the Company’s stockholders, and the Company shall give due consideration to all the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the The Company shall provide the Parent, the Purchaser and their counsel with copies of respond as promptly as reasonably practicable to any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time comments received from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt and provide copies of such commentscomments to Parent promptly upon receipt and, unless the Company Board has effected an Adverse Recommendation Change in accordance with Section 7.03(c), provide copies of proposed responses to Parent a reasonable time prior to filing with the SEC and any written or oral responses thereto. The dissemination to the Company’s stockholders to allow for review and prompt comment by Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to the all reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC, on the same day the Offer Documents are filed with the SEC the Company shallSEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to Section 6.02(e) contains the provisions recommendation of Section 6.3(e), contain the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation. The ”), the fairness opinions of the Company’s financial advisors referenced in Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall as promptly as practicable disseminate the Schedule 14D-9 will comply to the holders of Shares as and to the extent required by applicable Law, including by setting the Stockholder List Date (as defined in all material respects with Section 1.02(b) below) as the applicable provisions record date for the purpose of receiving the notice required by Section 262(d)(2) of the Exchange Act and Delaware corporation Corporation Law. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub that may be required by applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to the any comments provided by Parent or Merger Sub. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give best efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On the date that the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies concurrently with Rule 14d-9 under or following the Exchange Actfiling of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shallcontains the Company Recommendation and the fairness opinion delivered by Centerview Partners LLC (and a fair summary thereof), subject and shall promptly disseminate the Schedule 14D-9 to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Stockholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Schedule 14D-9 will also contain the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders notice of the Shares, not to contain any untrue statement of material fact or omit to state any material fact appraisal rights required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made delivered by the Company under Section 262(d)(2) of the DGCL in connection with respect a merger effected pursuant to any Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information supplied concerning Parent and Merger Sub that is required to be set forth in the Schedule 14D-9 or reasonably requested by the Parent or the Purchaser in writing specifically Company for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and to correct any material omissions therefrom, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, comments that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to the any comments provided by Parent or Merger Sub. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give best efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On As promptly as practicable on the date that the Offer Documents are filed with the SEC SEC, the Company shall, in a manner that complies concurrently with Rule 14d-9 under or following the Exchange Actfiling of the Schedule TO, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject contains the Company Recommendation and shall promptly disseminate the Schedule 14D-9 to the provisions of Section 6.3(e), contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects Stockholders together with the applicable provisions of Offer Documents as required by Rule 14d-9 under the Exchange Act and Delaware corporation LawAct. The Company shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Schedule 14D-9 will also contain the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders notice of the Shares, not to contain any untrue statement of material fact or omit to state any material fact appraisal rights required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made delivered by the Company under Section 262(d)(2) of the DGCL in connection with respect a merger effected pursuant to any Section 251(h) of the DGCL at the time the Company first files the Schedule 14D-9 with the SEC. Parent and Merger Sub shall as promptly as reasonably practicable following the date hereof furnish to the Company all information supplied concerning Parent and Merger Sub that is required or reasonably requested by the Parent or the Purchaser in writing specifically Company for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholders, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies any comments (including a summary of any written comments, and shall inform them of any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to the any comments provided by Parent or Merger Sub. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On The Company shall file with the date SEC, as promptly as reasonably practicable after the Offer Documents are filed with the SEC (and in any event file within three (3) Business Days after the Company shallOffer Documents are filed), in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments or supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e), contain contains the Company Board Recommendation. The , the fairness opinion of the Company’s financial advisor referenced in Section 4.21 and the notice and other information required by Section 262(d)(2) of the Corporation Law, and shall promptly disseminate the Schedule 14D-9 will comply in all material respects with to the holders of Shares as and to the extent required by applicable provisions Law, including by setting the Stockholder List Date (as defined below) as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the Exchange Act and Delaware corporation Corporation Law. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of the applicable United States federal securities Laws Law. Parent and Delaware corporation Law and, on Merger Sub shall as promptly as reasonably practicable following the date first filed with hereof furnish to the SEC Company all information concerning Parent and on the date first published, sent Merger Sub that may be required or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made reasonably requested by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company Each of the parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall provide Parent, the Purchaser Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed in writing with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, comments (and shall inform them of orally describe any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, and or responding to any written or oral responses thereto. The Parentcomments of the SEC with respect to the Schedule 14D-9, the Purchaser Company shall provide Parent and their counsel shall be given Merger Sub with a reasonable opportunity to review any and comment on such written responses Schedule 14D-9 or response, and the Company shall give due reasonable consideration to the any comments provided by Parent or Merger Sub. The Company shall use reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give best efforts to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3respond promptly to any such SEC comments.

Company Action. (a) Schedule 14D-9. On the date the Schedule TO and the Offer Documents are filed with the SEC (or in any event within ten (10) days after the date of the initial public announcement of this Agreement), the Company shall, in a manner that complies with Rule 14d-9 promulgated under the Exchange Act, file with the SEC a Tender Offer Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 6.3(e)8.3, contain the Company Board Recommendation. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9Act. The Company agrees to cause the Schedule 14D-9 to be disseminated to holders of Shares as and to the Company Stockholdersextent required by the Exchange Act; provided, however, that at the Company’s request, Parent and Purchaser shall, at their own expense, disseminate any Schedule 14D-9 required to be disseminated to holders of Shares. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, Purchaser agree to promptly correct any information provided by such party Party for use in the Schedule 14D-9, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Act. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SECSEC or disseminated to holders of Shares, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser and their counsel with copies of any written comments, and shall inform provide them a written summary of any oral comments, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses responses, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, the Company will not publish, send, or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3.

Company Action. (a) Schedule 14D-9. On The Company shall file with the SEC, as promptly as reasonably practicable on the date the Offer Documents are filed with the SEC the Company shallSEC, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect pertaining to the Offer (together with all amendments, any amendments and supplements and exhibits thereto, the “Schedule 14D-9”) that shallthat, subject to the provisions of Section 6.3(e)6.2, contain contains the Company Board Recommendation. The , the fairness opinion of the Company’s financial advisor referenced in Section 4.18 and the information required by Section 262(d)(2) of the DGCL such that the Schedule 14D-9 will comply in all material respects with the applicable provisions constitutes a notice of appraisal rights under Section 262(d)(2) of the Exchange Act and Delaware corporation LawDGCL. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly disseminate the Schedule 14D-9 to the holders of Shares as and to the extent required by applicable United States federal securities Laws and Delaware corporation Law andLaw, on including by setting the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL; provided that such record date will not be more than ten (10) calendar days prior to the date that the Schedule 14D-9 is first filed mailed. The Company hereby, absent a Change of Recommendation, consents to the inclusion of a copy of the Schedule 14D-9, including the Company Board Recommendation if contained therein, with the SEC and on Offer Documents mailed or furnished to the date first published, sent or given to holders of the Shares. Parent and Merger Sub shall, not to contain any untrue statement absent a Change of material fact or omit to state any material fact required to be stated thereinBoard Recommendation, in light disseminate a copy of the circumstances under which they were made, not misleading, except no covenant is made Schedule 14D-9 with the Offer Documents mailed or furnished to the holders of Shares. Parent and Merger Sub shall furnish promptly to the Company all information concerning Parent and Merger Sub reasonably requested by the Company with respect or required by applicable Law to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference be set forth in the Schedule 14D-9. The Company Each of the Parties agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that it shall have become aware that such information shall have has become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, 14D-9 as so corrected, corrected to be filed with the SEC and disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by the Exchange Actapplicable Law. The Company shall (i) provide Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. In addition, the Company shall provide the Parent, the Purchaser Merger Sub and their counsel with copies a copy of any written comments, comments (and shall inform them a description of any oral comments, ) that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, (ii) prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC or its staff with respect to the Schedule 14D-9, provide Parent and any written or oral responses thereto. The Parent, the Purchaser and their counsel shall be given Merger Sub with a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and give reasonable consideration to any comments provided by Parent or Merger Sub, and (iii) promptly provide Parent and Merger Sub with copies of any responses to any such written responses and the comments. The Company shall give due consideration use reasonable best efforts to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement respond promptly to any such comments of the Offer, the Company will not publish, send, SEC or give to Company Stockholders supplemental or revised materials without the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3its staff.

Company Action. (a) Schedule 14D-9. On the date of commencement of the Offer Documents are filed Offer, the Company shall file with the SEC the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, including the exhibits thereto the “Schedule 14D-9”) that shall), containing, subject to the provisions of Section 6.3(e)7.2, contain the Company Board Recommendation, which shall include the Fairness Opinion, and shall disseminate the Schedule 14D-9 as and to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable Law. The Schedule 14D-9 will comply in all material respects with the applicable provisions of the Exchange Act and Delaware corporation Law. The Company shall cause the Schedule 14D-9 to comply in all material respects with the requirements under applicable Law. Each of the applicable United States federal securities Laws and Delaware corporation Law and, on the date first filed with the SEC and on the date first published, sent or given to holders of the Shares, not to contain any untrue statement of material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they were made, not misleading, except no covenant is made by the Company with respect to any information supplied by the Parent or the Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. The Company agrees to cause the Schedule 14D-9 to be disseminated to the Company Stockholders. The Company, on the one hand, and the Parent and the Purchaser, on the other hand, agree Merger Sub agrees to promptly correct any information provided by such party it for use in the Schedule 14D-9, 14D-9 if and to the extent that such information it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by the Exchange Actapplicable Law. The Parent, the Purchaser Company shall give Parent and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is prior to such document being filed with the SEC, and the SEC or disseminated to holders of shares of Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counselCommon Stock. In addition, the The Company shall provide the Parent, the Purchaser Parent and their its counsel with copies of any comments or communications, written comments, and shall inform them of any oral commentsor oral, that the Company or its counsel may receive from time to time from the SEC or its staff the SEC Staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, comments or communications and any written or oral responses thereto. The Parent, the Purchaser shall provide Parent and their its counsel shall be given with a reasonable opportunity to review any participate in the response of the Company to such written responses and the comments. The Company shall give due reasonable and good faith consideration to suggestions of Parent or its counsel in response to such comments or communications. In the reasonable additions, deletions or changes suggested thereto by the Parent, the Purchaser and their counsel. After the commencement of the Offer, event that the Company will not publishreceives any comments from the SEC or the SEC Staff with respect to the Schedule 14D-9, send, or give it shall use commercially reasonable efforts to Company Stockholders supplemental or revised materials without respond promptly to such comments and take all other actions necessary to resolve the Parent’s prior written consent, except as (i) as may be required by Law or (ii) as contemplated or permitted by Section 6.3issues raised therein.