Common use of Company Cooperation Clause in Contracts

Company Cooperation. The Company acknowledges that a substantial portion of the filings with the SEC and mailings to the Parent’s shareholders with respect to the Share Tender Offer shall include disclosures regarding the Target Companies and their respective businesses, management, operations and financial condition. Accordingly, the Company agrees to (i) provide, as promptly as practicable, the Parent with such information as shall be reasonably requested by the Parent for inclusion in or attachment to the Offer Documents to be filed and/or mailed as of and following the commencement of the Share Tender Offer (including any audited financial statements of the Target Companies required by applicable tender offer rules promulgated by the SEC) and (ii) ensure that such information is accurate in all material respects, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and complies as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its Subsidiaries as is required under Regulation 14A promulgated under the Exchange Act regulating the solicitation of proxies even if such information is not required under the tender offer rules. The Company understands that such information shall be included in the Offer Documents and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall, and shall cause its Subsidiaries to, make its directors, officers and employees available to the Parent and its counsel in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC.

Company Cooperation. The Company acknowledges that a substantial portion of the filings with the SEC and mailings to the Parent’s shareholders with respect to the Share Tender Offer Proxy Statement/Prospectus shall include disclosures disclosure regarding the Target Companies Company and their respective businesses, its management, operations and financial condition. Accordingly, the Company agrees to (i) provideto, as promptly as practicablereasonably practical, but subject to applicable Law, provide the Parent Parties with such information as shall be reasonably requested by the Parent Parties for inclusion in or attachment to the Offer Documents to be filed and/or mailed as of and following the commencement of the Share Tender Offer (including any audited financial statements of the Target Companies required by applicable tender offer rules promulgated by the SEC) and (ii) ensure Proxy Statement/Prospectus, that such information is accurate in all material respects, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, respects and complies as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its Subsidiaries Stockholders as is required under Regulation 14A promulgated under of the Exchange Act regulating the solicitation of proxies even if such information is not required under the tender offer rulesproxies. The Company understands that such information shall be included in the Offer Documents Proxy Statement/Prospectus and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall, and shall cause its Subsidiaries tomanagers, make its directors, officers and employees to be reasonably available during regular business hours to the Parent Parties and its their counsel in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the date of filing and/or mailing, as the case may be, 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 are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Company).

Company Cooperation. The Company acknowledges that a substantial portion of the filings with the SEC and mailings to the Parent’s shareholders with respect to the Share Tender Offer Proxy Statement/Prospectus shall include disclosures disclosure regarding the Target Companies Company and their respective businesses, its management, operations and financial condition. Accordingly, the Company agrees to (isubject to applicable Law) provide, as promptly as practicable, reasonably practical provide the Parent Parties with such information as shall be reasonably requested by the Parent Parties for inclusion in or attachment to the Offer Documents to be filed and/or mailed as of and following the commencement of the Share Tender Offer (including any audited financial statements of the Target Companies required by applicable tender offer rules promulgated by the SEC) and (ii) ensure Proxy Statement/Prospectus, that such information is accurate in all material respects, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, respects and complies as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its Subsidiaries Stockholders as is required under Regulation 14A promulgated under of the Exchange Act regulating the solicitation of proxies even if such information is not required under the tender offer rulesproxies. The Company understands that such information shall be included in the Offer Documents Proxy Statement/Prospectus and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall, and shall cause its Subsidiaries tomanagers, make its directors, officers and employees to be reasonably available during regular business hours to the Parent Parties and its their counsel in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the date of filing and/ or mailing, as the case may be, 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 are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Company).

Company Cooperation. The Company acknowledges that a substantial portion of the filings with the SEC and mailings to the Parent’s shareholders with respect to the Share Tender Offer Proxy Statement/Prospectus shall include disclosures disclosure regarding the Target Companies Company and their respective businesses, its management, operations and financial condition. Accordingly, the Company agrees to (i) provide, as promptly as practicable, reasonably practical provide the Parent Parties with such information as shall be reasonably requested by the Parent Parties for inclusion in or attachment to the Offer Documents to be filed and/or mailed as of and following the commencement of the Share Tender Offer (including any audited financial statements of the Target Companies required by applicable tender offer rules promulgated by the SEC) and (ii) ensure Proxy Statement/Prospectus, that such information is accurate in all material respects, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, respects and complies as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its Subsidiaries Shareholders as is required under Regulation 14A promulgated under of the Exchange Act regulating the solicitation of proxies even if such information is not required under the tender offer rulesproxies. The Company understands that such information shall be included in the Offer Documents Proxy Statement/Prospectus and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall, and shall cause its Subsidiaries tomanagers, make its directors, officers and employees to be reasonably available to the Parent Parties and its their counsel in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the date of filing and/ or mailing, as the case may be, 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 are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Company.

Company Cooperation. The Company acknowledges that a substantial portion of the filings with the SEC and mailings to the Parent’s shareholders with respect to the Share Tender Offer Proxy Statement/Prospectus shall include disclosures disclosure regarding the Target Companies Company and their respective businesses, its management, operations and financial condition. Accordingly, the Company agrees to (i) provide, as promptly as practicable, reasonably practical provide the Parent Parties with such information as shall be reasonably requested required by the Parent SEC and federal securities Laws to be included in any such filing with the SEC, as determined in the sole discretion of Parent, in consultation with its legal counsel, for inclusion in or attachment to the Offer Documents to be filed and/or mailed as of and following the commencement of the Share Tender Offer (including any audited financial statements of the Target Companies required by applicable tender offer rules promulgated by the SEC) and (ii) ensure Registration Statement, that such information is accurate in all material respects, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, respects and complies as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its Subsidiaries the Company Shareholders as is required under Regulation 14A promulgated under of the Exchange Act regulating the solicitation of proxies even if such information is not required under the tender offer rulesproxies. The Company understands that such information shall be included in the Offer Documents Registration Statement and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall, and shall cause its Subsidiaries tomanagers, make its directors, officers and employees to be reasonably available to the Parent Parties and its their counsel in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the filings with the SEC, including but not limited to this Agreement, the Registration Statement, any Form 425 in accordance with Rule 425 of the Securities Act, any press releases to the public or on any information posted on the Company Group’s social media platforms and internet websites, and the mailings to the Company’s or Parent’s shareholders with respect to any solicitation of proxies to approve the transactions contemplated hereby will, at the date of filing and/or mailing, as the case may be, 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 are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Company). If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Subsidiary of the Company, or their respective officers or directors, should be discovered by the Company, which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Parent Parties shall be permitted to make all necessary filings with respect to the transactions contemplated hereby under the Securities Act, the Exchange Act and applicable blue sky Laws and the rules and regulations thereunder, shall provide the Company with a reasonable opportunity to comment on drafts of any such filings and shall consider such comments in good faith, and the Company shall reasonably cooperate in connection therewith. The Parent Parties will be permitted to make such filings or responses to the SEC that, based on the advice of outside counsel to Parent, is required by the SEC and United States securities Laws to be included therein.

Company Cooperation. The Company acknowledges that a substantial portion of the filings with the SEC and mailings to the Parent’s shareholders stockholders with respect to the Share Tender Offer Proxy Statement/Prospectus shall include disclosures disclosure regarding the Target Companies Company and their respective businesses, its management, operations and financial condition. Accordingly, the Company agrees to (i) provide, as promptly as practicable, reasonably practical provide the Parent Parties with such information as shall be reasonably requested by the Parent Parties for inclusion in or attachment to the Offer Documents to be filed and/or mailed as of and following the commencement of the Share Tender Offer (including any audited financial statements of the Target Companies required by applicable tender offer rules promulgated by the SEC) and (ii) ensure Proxy Statement/Prospectus, that such information is accurate in all material respects, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, respects and complies as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and in addition shall contain substantially the same financial and other information about the Company and its Subsidiaries Shareholders as is required under Regulation 14A promulgated under of the Exchange Act regulating the solicitation of proxies even if such information is not required under the tender offer rulesproxies. The Company understands that such information shall be included in the Offer Documents Proxy Statement/Prospectus and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall, and shall cause its Subsidiaries tomanagers, make its directors, officers and employees to be reasonably available to the Parent Parties and its their counsel in connection with the drafting of such filings and mailings and responding in a timely manner to comments from the SEC. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the date of filing and/ or mailing, as the case may be, 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 are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by the Company).