Common use of Offer Documents Clause in Contracts

Offer Documents. As soon as practicable on the date of Commencement of the Offer, Merger Sub shall file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-3") with respect to the Offer and the Merger (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 shall contain or incorporate by reference the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. Merger Sub and the Company each agree to promptly correct any information provided by them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of Company Common Stock, in each case as and to the extent required by applicable law. All Offer Documents must be reasonably acceptable to the Company and must provide that the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions to the Offer shall have been satisfied or waived by Merger Sub (the time of such purchase being referred to herein as the "Consummation of the Offer").

Offer Documents. (a) As soon as practicable on the date of Commencement commencement of the Offer, Parent and Merger Sub shall file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 14D-1 (together with all any supplements or amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-314D-1") with respect to the Offer and which shall comply as to form in all material respects with the Merger (collectivelyprovisions of applicable federal securities laws, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 shall contain or incorporate by reference the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with the Schedule 14D-1, and with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended mailed to the holders of Shares. Company will promptly supply to Parent and Merger Sub in a timely manner to contain) writing, for inclusion in the Offer Documents, all information which is concerning Company required under the Exchange Act to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. . (b) Each of Parent, Merger Sub and the Company each agree to shall promptly correct any information provided by them for use in the Offer Documents if and to the extent that it such information shall be or have become false or misleading in any material respect respect, and Parent and Merger Sub further agrees to shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of Company Common Stock, in each case Shares as and to the extent required by applicable law. All Offer Documents must be reasonably acceptable to the Company and must provide that the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of In conducting the Offer, provided that Parent and Merger Sub shall comply in all material respects with the Conditions provisions of the Exchange Act and any other applicable law. Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the Offer shall have been satisfied or waived by Merger Sub (filing thereof with the time of such purchase being referred to herein as the "Consummation of the Offer")SEC.

Offer Documents. (a) As soon promptly as reasonably practicable on the date of Commencement commencement of the Offer, Merger Sub Parent and Purchaser shall file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 TO (together with all amendments and supplements thereto, the "Schedule 13e-3TO") with respect to the Offer and the Merger (collectively, the "Transactions")Offer. The Schedule 14d-1 and Schedule 13e-3 TO shall contain or shall incorporate by reference the an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other ancillary Offer documents documents, together with all supplements, instruments and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, being referred to herein collectively as the "Offer Documents") ). The Company will promptly supply to Parent and shall contain (or shall be amended Purchaser in a timely manner to contain) writing, for inclusion in the Offer Documents, all information which is concerning the Company required under the Exchange Act to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. (b) Each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Merger Sub Each of Parent, Purchaser and the Company each agree to shall promptly correct any information provided by them for use in the Offer Documents if and to the extent that it such information shall be or have become false or misleading in any material respect respect, and Merger Sub further agrees to Parent and Purchaser shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of Company Common Stock, in each case Shares as and to the extent required by applicable law. All The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents must be reasonably acceptable and any amendments thereto prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and must provide that its counsel any comments Parent, Purchaser or their counsel may receive from the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions SEC or its staff with respect to the Offer shall have been satisfied or waived by Merger Sub (Documents promptly after the time receipt of such purchase being referred to herein as the "Consummation of the Offer")comments.

Offer Documents. As soon as practicable on the date of Commencement commencement of the Offer, Merger Sub Parent and Purchaser shall (x) jointly file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 14D-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-314D-1") with respect to the Offer and the Merger (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 which shall contain or incorporate by reference the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement and shall comply in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or representation is hereby made or shall cause to be made by Merger Sub with respect mailed the Offer Documents to information supplied by the record holders of the Company expressly for inclusion inCommon Stock. Parent, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. Merger Sub Purchaser and the Company each agree agrees promptly to promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect respect, and Merger Sub Purchaser further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. All Offer Documents must be reasonably acceptable to the Company and must provide that the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of In conducting the Offer, provided that Parent and Purchaser shall comply in all material respects with the Conditions provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the Offer shall have been satisfied publication, dissemination or waived by Merger Sub (filing thereof with the time of such purchase being referred to herein as the "Consummation of the Offer")SEC.

Offer Documents. As soon On the same day as practicable the Offer is commenced, RDO Holdings, RDO Tender and the RDO Holdings Stockholders will file with the Securities and Exchange Commission (the "SEC") a combined Tender Offer Statement and Schedule 13E-3 Transaction Statement on the date of Commencement of Schedule TO with respect to the Offer, Merger Sub shall file or cause in substantially the form provided to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 parties hereto (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14d-1TO") with respect ). The Schedule TO will also serve as an amendment to Xx. Xxxxxx'x Schedule 13D and a new Schedule 13D for RDO Holdings, RDO Tender and the RDO Holdings Stockholders. The Schedule TO will include as exhibits, among other documents, the Offer to Purchase and a form of letter of transmittal, both in substantially the forms previously provided to the Offerparties hereto (collectively, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all any amendments and supplements thereto, the "Schedule 13e-3") with respect to the Offer and the Merger (collectively, the "TransactionsDocuments"). The Each of the parties hereto agrees to take all steps necessary to cause the Schedule 14d-1 TO and Schedule 13e-3 shall contain or incorporate by reference the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required Documents to be included therein in accordance filed with the Exchange Act SEC and to cause the rules and regulations thereunder and any other Offer Documents to be disseminated to the stockholders of RDOE to the extent required by applicable law; provided, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect . Each of the parties hereto agrees promptly to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. Merger Sub and the Company each agree to promptly correct any information provided by them it for use in the Schedule TO and the Offer Documents if and to the extent that it shall have become false or misleading in any material respect respect, and Merger Sub further agrees to take all lawful action steps necessary to cause the Schedule TO and the Offer Documents as so corrected to be filed with the SEC and to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders the stockholders of Company Common Stock, in each case as and RDOE to the extent required by applicable law. All Each of the RDO Holdings Stockholders will be given the opportunity to review the Schedule TO and the Offer Documents must be reasonably acceptable to before they are filed with the Company and must provide that the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions to the Offer shall have been satisfied or waived by Merger Sub (the time of such purchase being referred to herein as the "Consummation of the Offer")SEC.

Offer Documents. As soon as reasonably practicable on the date of Commencement commencement of the Offer, Merger Sub the Purchaser shall file or cause to be filed with the SEC Securities and Exchange Commission (ithe "SEC") and disseminate to holders of National Common Units to the extent required by law a Tender Offer Statement on Schedule 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 14D-1 (together with all amendments and supplements thereto, the "Schedule 13e-314D-1") with respect to the Offer and the Merger other transactions contemplated by this Agreement (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 14D-1 shall contain or shall incorporate by reference the an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which any related summary advertisement (the Schedule 14D-1, the Offer will be made (collectively to Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with ). Purchaser Holdings, the Exchange Act Purchaser and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. Merger Sub and the Company each National MGP agree to correct promptly correct any information provided by any of them for use in the Offer Documents if and to the extent that it which shall have become false or misleading in any material respect respect, and Merger Sub Purchaser Holdings and the Purchaser further agrees agree to take all lawful action steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of Company National Common StockUnits, in each case as and to the extent required by applicable lawfederal securities laws. All The National MGP and its counsel shall be given an opportunity to review and comment on the Offer Documents must be reasonably acceptable and any amendments thereto prior to the Company filing thereof with the SEC. Purchaser Holdings and must the Purchaser shall provide that the tendered shares will, subject to Merger Sub's right to extend National MGP and its counsel with a copy of any written comments or telephonic notification of any verbal comments Purchaser Holdings or the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of Purchaser may receive from the Offer, provided that the Conditions SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and shall have been satisfied provide the National MGP and its counsel with a copy of any written responses and telephonic notification of any verbal response of Purchaser Holdings, the Purchaser or waived their counsel. In the event that the Offer is terminated or withdrawn by Merger Sub the Purchaser, Purchaser Holdings and the Purchaser shall cause all tendered National Common Units represented by the certificate or certificates surrendered to the Paying Agent (as defined herein) to be returned to the time of such purchase being referred to herein as the "Consummation registered holders of the Offer")National Common Units.

Offer Documents. As soon as practicable on On the commencement date of Commencement of the Offer, Merger Sub Parent and Purchaser shall file (i) file, or cause to be filed filed, with the SEC (i) SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-3") TO with respect to the Offer (together with all amendments, supplements and the Merger (collectivelyexhibits thereto, the "Transactions"). The “Schedule 14d-1 and Schedule 13e-3 shall TO”) that will contain or incorporate by reference the offer Offer to purchase and Purchase, the form of the related letter of transmittal transmittal, the summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively collectively, and together with any all exhibits, amendments and supplements or amendments thereto, the "“Offer Documents"”); and (ii) cause the Schedule TO and shall contain (or shall be amended in a timely manner to contain) all information which is required related Offer Documents to be included therein disseminated to holders of Shares in accordance with applicable federal securities Laws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Exchange Act Company’s stockholders that may be required by applicable Law or reasonably requested in connection with any action contemplated by this Section 1.1(f). The Company and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement or representation is hereby made or its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Merger Sub with respect to information supplied by the Company expressly for inclusion inor its counsel. Each of Parent, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. Merger Sub Purchaser and the Company each agree agrees to correct promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub Purchaser further agrees agree to take all lawful action steps necessary to cause the Offer Documents Documents, as so corrected corrected, to be filed promptly with the SEC and to be disseminated to holders of Company Common StockShares, in each case as and to the extent required by applicable lawfederal securities Laws. All Upon receipt of any written or oral comments by Parent, Purchaser or their counsel from the SEC or its staff with respect to the Offer Documents must be reasonably acceptable Documents, Parent and Purchaser agree to (i) promptly provide the Company and must its counsel with a copy of any such written comments (or a description of any such oral comments); (ii) provide that the tendered shares willCompany and its counsel a reasonable opportunity to comment on any proposed response thereto, subject and give reasonable and good faith consideration to Merger Sub's right any such comments made by the Company or its counsel; (iii) provide the Company and its counsel an opportunity to extend participate with Parent, Purchaser or their counsel in any material discussions or meetings with the Offer as set forth SEC or its staff; and (iv) provide the Company and its counsel with copies of any written comments or responses submitted by Parent or Purchaser in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions to the Offer shall have been satisfied or waived by Merger Sub (the time of such purchase being referred to herein as the "Consummation of the Offer")response thereto.

Offer Documents. (a) As soon promptly as reasonably practicable on --------------- the date of Commencement commencement of the Offer, Merger Sub Parent and Purchaser shall file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 TO (together with all amendments and supplements thereto, the "Schedule 13e-3TO") with respect to the Offer and the Merger (collectively, the "Transactions")Offer. The Schedule 14d-1 and Schedule 13e-3 TO shall contain or shall incorporate by reference the an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other ancillary Offer documents documents, together with all supplements, instruments and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, being referred to herein collectively as the "Offer Documents") ). The Company will promptly supply to Parent and shall contain (or shall be amended Purchaser in a timely manner to contain) writing, for inclusion in the Offer Documents, all information which is concerning the Company required under the Exchange Act to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. (b) Each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Merger Sub Each of Parent, Purchaser and the Company each agree to shall promptly correct any information provided by them for use in the Offer Documents if and to the extent that it such information shall be or have become false or misleading in any material respect respect, and Merger Sub further agrees to Parent and Purchaser shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of Company Common Stock, in each case Shares as and to the extent required by applicable lawfederal securities laws. All The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents must be reasonably acceptable and any amendments thereto prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and must provide that its counsel any comments Parent, Purchaser or their counsel may receive from the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions SEC or its staff with respect to the Offer shall have been satisfied or waived by Merger Sub (Documents promptly after the time receipt of such purchase being referred to herein as the "Consummation of the Offer")comments.

Offer Documents. As soon promptly as practicable on the date of Commencement of the OfferDate, Merger Sub Parent shall, and shall cause Purchaser to, (a) file or cause to be filed with the SEC (i) a combined Tender Offer Statement on Schedule 14d-1 (together with all amendments TO and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13e-3”) with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "“Combined Schedule TO and Schedule 13e-3"”) with respect to the Offer and the Merger (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 shall that will contain or incorporate by reference the offer Offer to purchase Purchase and form of the related letter of transmittal (such Combined Schedule TO and other ancillary Offer Schedule 13e-3 and the documents and instruments included therein pursuant to which the Offer will be made (collectively made, together with any amendments and supplements or amendments thereto and including exhibits thereto, the "“Offer Documents"”), (b) deliver a copy of the Combined Schedule TO and shall contain Schedule 13e-3, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act, (or shall be amended c) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Combined Schedule TO and Schedule 13e-3, to the NYSE in a timely manner to containaccordance with Rule 14d-3(a) all information which is required promulgated under the Exchange Act and (d) cause the Offer Documents to be included therein disseminated to holders of the Company Securities in accordance with Rule 14d-4 under the Exchange Act. Parent agrees that it shall cause the Offer Documents filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer DocumentsLaw. Merger Sub Each of Parent and the Company each agree agrees, within a reasonable period of time, to promptly respond to any comments of the SEC or its staff and to correct any information provided by them it for use in the Offer Documents if and to the extent that it such information shall have become (or shall have become known to be) false or misleading in any material respect respect, and Merger Sub Parent further agrees to take all lawful action steps necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and the Offer Documents as so corrected to be disseminated to holders of Company Common StockSecurities, in each case as and to the extent required by applicable lawLaw, by the SEC or its staff, or by the NYSE. All The Company, its outside legal counsel, financial advisors and other representatives shall be given a reasonable opportunity to review and comment on the Offer Documents must each time before any such document is filed with the SEC, and Parent shall give reasonable and good faith consideration to any comments made by the Company, its outside legal counsel, financial advisors and other representatives. Parent agrees to provide, and to cause Purchaser to provide, the Company, its outside legal counsel, financial advisors and other representatives with (i) any oral or written comments or other communications that Parent or Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments or other communications and (ii) a reasonable opportunity to provide comments on the response of Parent or Purchaser to those comments (to which reasonable and good faith consideration shall be reasonably acceptable given). The Company shall promptly furnish or otherwise make available to Parent, Purchaser and Parent’s outside legal counsel, financial advisors and other representatives all information concerning the Company and must provide its Subsidiaries and the Company’s shareholders (to the extent known by the Company) that the tendered shares willmay be required in connection with any action contemplated by this Section 3.2.8, subject including such information required by applicable Law to Merger Sub's right to extend the Offer as be set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions to the Offer shall have been satisfied or waived by Merger Sub (the time of such purchase being referred to herein as the "Consummation of the Offer")Documents.

Offer Documents. As soon as practicable on On the date of Commencement commencement of the Offer, (i) Parent and Merger Sub shall file or cause to be filed with the SEC (i) and disseminate to holders of Company Common Stock a Tender Offer Statement on Schedule 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") TO with respect to the Offer, which shall contain, among other things, an offer to purchase and a related letter of transmittal and summary advertisement; and (ii) Parent, Merger Sub and the Company shall file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-3") 13E-3 with respect to the Offer which shall be filed as a part of the Schedule TO (such Schedule TO and the Merger (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 shall contain or incorporate by reference the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments included therein pursuant to which the Offer will be made (collectively and such Schedule 13E-3, together with any supplements or amendments theretoto the foregoing, the "OFFER DOCUMENTS"). The Offer Documents") and Documents shall contain (or shall be amended comply in a timely manner to contain) all information which is required to be included therein in accordance material respects with the provisions of the Exchange Act and the rules and regulations thereunder and any other applicable law; providedAct. Each of Parent, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. Merger Sub and the Company each agree to shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it such information shall have become false or misleading in any material respect respect, and the Parent and Merger Sub further agrees to shall take all lawful action steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed promptly with the SEC and the Offer Documents as so amended or supplemented to be disseminated to holders of Company Common Stockthe Company's stockholders, in each case as and to the extent required by applicable lawFederal securities laws. All The Company and its counsel shall be given the opportunity to review the Offer Documents must be reasonably acceptable prior to their initial filing with the SEC. Parent and Merger Sub shall provide the Company and must provide that its counsel with a copy of any written comments or telephonic notification of any oral comments Parent, Merger Sub or their counsel may receive from the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions SEC or its staff with respect to the Offer shall have been satisfied or waived by Merger Sub (Documents promptly after the time receipt of such purchase being referred to herein as the "Consummation of the Offer")comments.

Offer Documents. As soon as practicable on the date of Commencement --------------- commencement of the Offer, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer (the "Registration Statement"). The ---------------------- Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the "Preliminary Prospectus"). As soon as practicable on the date of commencement ---------------------- of the Offer, Parent and Merger Sub shall (i) file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 TO promulgated under Section 14(d)(1) of the Exchange Act (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-3TO") with respect to the Offer and the Merger (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 which shall ----------- contain or incorporate by reference the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer ----- Documents") and ), which Offer Documents shall contain (or shall be amended in a --------- timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law, and shall conform in all material respects with the requirements of the Exchange Act and any other applicable law, including that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that -------- ------- no agreement or representation hereby is hereby made or shall be made by Parent or Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public filings with the SEC filings that is included or incorporated by reference in, the Offer Documents, (ii) deliver a copy of the Schedule TO to the Company at its principal executive office, (iii) give telephonic notice and mail to the National Association of Securities Dealers, Inc. (the "NASD") a copy of the ---- Schedule TO in accordance with Rule 14d-3 promulgated under the Exchange Act, and (iv) mail or otherwise cause the Offer Documents to be disseminated to the holders of Company Common Stock. The Company shall provide Parent and Merger Sub all information reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Parent, Merger Sub and the Company each agree promptly to promptly correct any information provided by them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of Company Common Stock, in each case as and to the extent required by applicable law. All In conducting the Offer, Parent, Merger Sub and the Company shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents must be reasonably acceptable and any amendments thereto prior to the filing thereof with the SEC. Parent and Merger Sub agree to provide the Company and must provide that its counsel any comments Parent, Merger Sub or their counsel may receive from the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions SEC with respect to the Offer shall have been satisfied or waived by Merger Sub (Documents promptly after the time receipt of such purchase being referred to herein as the "Consummation of the Offer")comments.

Offer Documents. As soon as practicable on the date of Commencement of the Offer, Merger Sub (a) The Offeror shall file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-3") with respect to prepare the Offer and accompanying take-over bid circular (together, the Merger “Circular”) in accordance with all applicable Canadian and United States securities Laws (collectively, “Applicable Securities Laws”). (b) The Offeror shall mail the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 shall contain or incorporate by reference the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein Circular in accordance with Applicable Securities Laws to each registered Shareholder and holder of Options and each other person required by Applicable Securities Laws as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Vancouver time) on February 1, 2010 (such time on such day being referred to herein as the Exchange Act and the rules and regulations thereunder and any other applicable law“Latest Mailing Time”); provided, however, that no agreement or representation (i) if the mailing of the Circular is hereby made or shall be made delayed by Merger Sub with respect to information supplied by reason of the Company expressly for inclusion in, or not having provided to the Offeror the Directors’ Circular in accordance with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. Merger Sub and the Company each agree to promptly correct Section 2.1(d)(v) as well as any information provided by them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of Company Common Stock, in each case as and to the extent required by applicable law. All Offer Documents must be reasonably acceptable pertaining to the Company and must provide that is necessary for the completion of the Circular by the Offeror, or not having provided the Offeror with such other assistance in the preparation of the Circular as may be requested by the Offeror, acting reasonably, in order that the tendered shares willCircular comply in all material respects with Applicable Securities Laws, subject or not having provided the lists and other information and assistance referred to Merger Sub's right to extend the Offer as set forth in Section 2.1(b2.7, then the Latest Mailing Time shall be extended to 11:59 p.m. (Vancouver time) hereofon the fifth Business Day following the date on which the Company supplies such necessary documents, be purchased upon expiration information, lists or other assistance, (ii) if the mailing of the OfferCircular is delayed by reason of any circumstance described in Section 2.1(d)(ix), then, provided that such act, action, suit or proceeding is being contested or appealed by the Conditions Offeror, the Latest Mailing Time shall be extended to 11:59 p.m. (Vancouver time) on the fifth Business Day following the date on which such act, action, suit or proceeding ceases to be in effect, and (iii) if the Latest Mailing Time occurs during or within five Business Days following the end of a Right to Match Period, then the Latest Mailing Time shall be extended to 11:59 p.m. (Vancouver time) on the fifth Business Day following the end of such Right to Match Period. (c) Prior to the Offer shall have been satisfied or waived by Merger Sub (the time of such purchase being referred to herein as the "Consummation printing of the Offer")Circular, the Offeror shall provide the Company and its counsel with a reasonable opportunity to review and comment on the Circular, recognizing that whether or not such comments are appropriate will be determined by the Offeror, acting reasonably. The Company shall provide to the Offeror for inclusion in the Circular such information regarding the Company as is required by Applicable Securities Laws to be included therein. The Company represents, warrants and covenants that any information it provides to the Offeror for inclusion in the Circular will be true, complete and correct in all material respects as at the date of the Circular and will not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading as of the date of the Circular.

Offer Documents. As soon as practicable on Within the date of Commencement of the Offerperiods provided by applicable --------------- law, Merger Acquiror and Sub shall file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 TO (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-3TO") with respect to the Offer and the Merger (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 ----------- ----------- which shall contain or incorporate by reference the offer to purchase and related letter of transmittal (such Schedule TO, letter of transmittal and other ancillary Offer documents and ----------- instruments pursuant to which the Offer will be made (collectively made, together with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder and any other applicable lawthereunder; provided, -------- however, that no agreement or representation is hereby made or shall be made by Merger ------- Acquiror or Sub with respect to information supplied by the Company expressly for inclusion in, Target or with respect to Company Target information derived from the CompanyTarget's public SEC filings that reports which is included or incorporated by reference in, the Offer Documents. Merger Acquiror, Sub and the Company Target each agree agrees promptly to promptly correct any information provided by them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all lawful action necessary to promptly notify in writing each other party hereto of the nature and cause of such changes. To the extent information in the Offer Documents as so corrected needs to be filed promptly with modified or corrected pursuant to applicable law, the SEC parties hereto agree to cooperate in good faith to make such modifications or corrections and to be disseminated to holders of Company Common Stock, in each case file and disseminate them as and to the extent required by applicable law. All Offer Documents must be reasonably acceptable to the Company and must provide that the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions to the Offer shall have been satisfied or waived by Merger Sub (the time of such purchase being referred to herein as the "Consummation of the Offer").

Offer Documents. As soon as practicable on (a) The Offeror shall prepare the date of Commencement of the Offer, Merger Sub shall file or cause to be filed with the SEC Offer and accompanying take-over bid circular (i) a Tender Offer Statement on Schedule 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements theretotogether, the "Schedule 13e-3Circular") in accordance with respect to the Offer all applicable Canadian and the Merger United States securities Laws (collectively, the "TransactionsApplicable Securities Laws"). . (b) The Schedule 14d-1 and Schedule 13e-3 Offeror shall contain or incorporate by reference mail the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein Circular in accordance with the Exchange Act Applicable Securities Laws to each registered Shareholder and the rules holder of Options and regulations thereunder and any each other applicable law; providedperson required by Applicable Securities Laws as soon as reasonably practicable and, however, that no agreement or representation is hereby made or shall be made by Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. Merger Sub and the Company each agree to promptly correct any information provided by them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of Company Common Stockevent, in each case as and to the extent required by applicable law. All Offer Documents must be reasonably acceptable to the Company and must provide that the tendered shares willnot later than 11:59 p.m. (Vancouver time) on February 1, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions to the Offer shall have been satisfied or waived by Merger Sub 2010 (the such time of on such purchase day being referred to herein as the "Consummation Latest Mailing Time"); provided, however, that (i) if the mailing of the Offer"Circular is delayed by reason of the Company not having provided to the Offeror the Directors' Circular in accordance with Section 2.1(d)(v) as well as any information pertaining to the Company that is necessary for the completion of the Circular by the Offeror, or not having provided the Offeror with such other assistance in the preparation of the Circular as may be requested by the Offeror, acting reasonably, in order that the Circular comply in all material respects with Applicable Securities Laws, or not having provided the lists and other information and assistance referred to in Section 2.7, then the Latest Mailing Time shall be extended to 11:59 p.m. (Vancouver time) on the fifth Business Day following the date on which the Company supplies such necessary documents, information, lists or other assistance, (ii) if the mailing of the Circular is delayed by reason of any circumstance described in Section 2.1(d)(ix), then, provided that such act, action, suit or proceeding is being contested or appealed by the Offeror, the Latest Mailing Time shall be extended to 11:59 p.m. (Vancouver time) on the fifth Business Day following the date on which such act, action, suit or proceeding ceases to be in effect, and (iii) if the Latest Mailing Time occurs during or within five Business Days following the end of a Right to Match Period, then the Latest Mailing Time shall be extended to 11:59 p.m. (Vancouver time) on the fifth Business Day following the end of such Right to Match Period. (c) Prior to the printing of the Circular, the Offeror shall provide the Company and its counsel with a reasonable opportunity to review and comment on the Circular, recognizing that whether or not such comments are appropriate will be determined by the Offeror, acting reasonably. The Company shall provide to the Offeror for inclusion in the Circular such information regarding the Company as is required by Applicable Securities Laws to be included therein. The Company represents, warrants and covenants that any information it provides to the Offeror for inclusion in the Circular will be true, complete and correct in all material respects as at the date of the Circular and will not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading as of the date of the Circular.

Offer Documents. As soon as practicable on the date of Commencement commencement of the Offer, Parent and Merger Sub shall (x) file or cause to be filed with the SEC (i) a Tender Offer Statement on Schedule 14d-1 14D-1 (together with all amendments and supplements thereto the Schedule 14d-1") with respect to the Offer, (ii) a Rule 13e-3 Transaction Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-314D-1") with respect to the Offer and the Merger (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 which shall contain or incorporate by reference the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents") and shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law; provided, however, that no agreement and shall comply in all material respects with the requirements of the Exchange Act and any other applicable law and (y) mail or representation is hereby made or shall cause to be made by Merger Sub with respect mailed the Offer Documents to information supplied by the record holders of the Company expressly for inclusion inCommon Stock. Parent, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated by reference in, the Offer Documents. Merger Sub and the Company each agree promptly to promptly correct any information provided by them for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub further agrees to take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable law. All Offer Documents must be reasonably acceptable to the Company and must provide that the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of In conducting the Offer, provided that Parent and Merger Sub shall comply in all material respects with the Conditions provisions of the Exchange Act and any other applicable law. The Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the Offer shall have been satisfied or waived by Merger Sub (filing thereof with the time of such purchase being referred to herein as the "Consummation of the Offer")SEC.

Offer Documents. As soon as practicable on On the date of Commencement commencement of the OfferOffer (determined pursuant to Exchange Act Rule 14D-2), BRF and Merger Sub shall file or cause to be filed with the SEC (i) file with the SEC, in accordance with Exchange Act Rule 14D-3, a Tender Offer Statement on Schedule 14d-1 (together with all amendments and supplements thereto the Schedule 14d-1") TO with respect to the Offer, (ii) a Rule 13e-3 Transaction which Tender Offer Statement on Schedule 13e-3 (together with all amendments and supplements thereto, the "Schedule 13e-3") with respect to the Offer and the Merger (collectively, the "Transactions"). The Schedule 14d-1 and Schedule 13e-3 shall contain or incorporate by reference the an offer to purchase and a related letter of transmittal transmittal, summary advertisement, notice of guaranteed delivery and other ancillary Offer offer documents and instruments pursuant to which the Offer will be made (collectively such Schedule TO and documents, together with any exhibits, supplements or amendments thereto, the "“Offer Documents"”); (ii) jointly with the Company file with the SEC, in accordance with Exchange Act Rule 13E-3, a Transaction Statement on Schedule 13E-3 with respect to the Transactions (such Schedule 13E-3 and documents, together with any exhibits, supplements or amendments thereto, the “Schedule 13E-3”) that will contain or incorporate by reference the Offer Documents; and (iii) cause the Offer Documents and Schedule 13E-3 and related documents to be disseminated to holders of Shares, in each case, as and to the extent required by Applicable Law. The Company shall contain (or shall be amended in a timely manner to contain) promptly furnish BRF and Merger Sub with all information which is concerning the Company and its stockholders required by the Exchange Act or other Applicable Law to be set forth in the Offer Documents and the Schedule 13E-3 and all other information concerning the Company and its stockholders as reasonably requested by BRF and Merger Sub for inclusion in the Offer Documents and Schedule 13E-3 and, unless previously withdrawn in accordance with Section 5.02(d) or Section 5.02(e), shall allow BRF and Merger Sub to include the Board Recommendation in the Offer Documents and the Schedule 13E-3. BRF and Merger Sub shall cause the Offer Documents and the Schedule 13E-3 to comply in all material respects with the requirements of Applicable Law and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be included stated therein or necessary in accordance with order to make the Exchange Act and statements therein, in light of the rules and regulations thereunder and any other applicable law; providedcircumstances under which they were made, howevernot misleading, except that no agreement or representation covenant is hereby made or shall be made by BRF or Merger Sub with respect to information supplied by the Company expressly in writing specifically for inclusion in, or with respect to Company information derived from the Company's public SEC filings that is included or incorporated incorporation by reference in, in the Offer DocumentsDocuments or the Schedule 13E-3. Each of BRF, Merger Sub and the Company each agree to shall promptly correct any information provided by them it for use in the Offer Documents if and to the extent that it such information is or shall have become false or misleading in any material respect respect, and each of BRF and Merger Sub further agrees to shall take all lawful action steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so corrected amended or supplemented to be filed promptly with the SEC and to be disseminated to the holders of Company Common StockShares, in each case case, as and to the extent required by applicable lawApplicable Law. All The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents must be reasonably acceptable and the Schedule 13E-3 and any amendments and supplements thereto prior to filing such documents with the SEC or dissemination of such documents to the stockholders of the Company, and BRF and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and must its counsel. BRF and Merger Sub shall (A) provide the Company and its counsel any written comments that BRF, Merger Sub or their counsel may receive from the tendered shares will, subject to Merger Sub's right to extend the Offer as set forth in Section 2.1(b) hereof, be purchased upon expiration of the Offer, provided that the Conditions SEC or its staff with respect to the Offer Documents or the Schedule 13E-3 promptly after the receipt of such comments (and shall have been satisfied give the Company and its counsel prompt telephonic notice of any material discussions with or waived oral comments received from the SEC staff), (B) provide the Company and its counsel a reasonable opportunity to review and comment upon the proposed responses to any such comments and a copy of any proposed written responses thereto prior to the filing thereof, and (C) give reasonable and good faith consideration to any comments made by the Company and its counsel on any such proposed responses. BRF and Merger Sub (the time of such purchase being referred shall respond promptly to herein as the "Consummation any comments of the Offer")SEC or its staff with respect to the Offer Documents.