Common use of Offer Documents Clause in Contracts

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 1") with respect to the Offer which shall contain the offer to purchase, 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"). The Offer Documents (i) 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 (ii) shall conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoing, no agreement or representation hereby is made or shall be made by Parent or 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. Parent, Sub and the Company each agree promptly to 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 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. In conducting the Offer, Parent and Sub shall comply in all material respects with the Exchange Act and any other applicable law. The

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Sub Purchaser shall (x) jointly file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 114D-1") with respect to the Offer which shall contain the offer to purchase, 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"). The Offer Documents (i) 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 law, and (ii) shall conform comply in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding law and (y) mail or cause to be mailed the foregoing, no agreement or representation hereby is made or shall be made by Parent or Sub with respect Offer Documents to information supplied by the record holders of 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 DocumentsCommon Stock. Parent, Sub Purchaser and the Company each agree agrees promptly to 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 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. In conducting the Offer, Parent and Sub Purchaser shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. TheThe Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the publication, dissemination or filing thereof with the SEC.

Offer Documents. As soon as practicable on On the commencement date of commencement of the Offer, Parent and Sub Purchaser shall file (i) file, or cause to be filed filed, with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 1") TO with respect to the Offer which shall (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the offer Offer to purchasePurchase, 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"”). The Offer Documents (i) 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 (ii) cause the Schedule TO and related Offer Documents to be disseminated to holders of Shares in accordance with applicable federal securities Laws. The Company shall conform promptly furnish to Parent and Purchaser all information concerning the Company’s stockholders that may be required by applicable Law or reasonably requested in all material respects connection with any action contemplated by this Section 1.1(f). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the requirements of the Exchange Act SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any other applicable law. Notwithstanding the foregoing, no agreement or representation hereby is comments made or shall be made by Parent or 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 Documentsits counsel. Each of Parent, Sub Purchaser and the Company each agree promptly agrees to correct promptly 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 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. In conducting Upon receipt of any written or oral comments by Parent, Purchaser or their counsel from the OfferSEC or its staff with respect to the Offer Documents, Parent and Sub shall comply Purchaser agree to (i) promptly provide the Company and its counsel with a copy of any such written comments (or a description of any such oral comments); (ii) provide the Company and its counsel a reasonable opportunity to comment on any proposed response thereto, and give reasonable and good faith consideration to any such comments made by the Company or its counsel; (iii) provide the Company and its counsel an opportunity to participate with Parent, Purchaser or their counsel in all any material respects discussions or meetings with the Exchange Act SEC or its staff; and (iv) provide the Company and its counsel with copies of any other applicable law. Thewritten comments or responses submitted by Parent or Purchaser in response thereto.

Offer Documents. As soon as practicable on On the date of commencement of the Offer, Parent and Sub shall Purchaser shall: (a) file or cause to be filed a Schedule TO (together with all exhibits, amendments and supplements thereto, the SEC a Tender Offer Statement on “Schedule 14D-1 (the "Schedule 14D- 1"TO”) with respect to the Offer Offer, which shall contain the or shall incorporate by reference an offer to purchase, purchase and forms of the related letter of transmittal and form of summary advertisement (the Schedule TO, the offer to purchase and such other ancillary Offer documents documents, together with all exhibits, amendments and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "“Offer Documents"”), and (b) cause the Offer Documents to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities law. The Parent and Purchaser shall cause the Offer Documents (i) shall contain (or shall be amended in a timely manner to contain) all information which is required comply as to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and (ii) shall conform form in all material respects with the requirements of applicable federal securities laws and (ii) on the Exchange Act date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any other applicable law. Notwithstanding untrue statement of a material fact or omit to state any material fact necessary in order to make the foregoingstatements therein, in light of the circumstances under which they were made, not misleading, except that no agreement or representation hereby covenant is made or shall be made by Parent or Sub Purchaser with respect to information supplied by or on behalf of 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 by reference in, in the Offer Documents. The Company shall promptly supply Parent and Purchaser in writing, for inclusion in the Offer Documents, all information concerning the Company required under the Exchange Act or reasonably requested by Parent and Purchaser to be included in the Offer Documents. Each of Parent, Sub Purchaser and the Company each agree agrees promptly to correct any information provided by them for use in the Offer Documents if and to the extent it shall have obtained knowledge that it such information shall have become false or misleading in any material respect respect, and Sub each of Parent and Purchaser 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 to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable federal securities law. The 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 filing thereof with the SEC and Parent shall consider reasonably and in good faith all additions, deletions or changes suggested thereto by the Company and its counsel. In conducting the Offeraddition, Parent agrees to provide the Company and Sub shall comply in all material respects its counsel any comments, whether written or oral, that Parent may receive from the SEC or its staff with respect to the Exchange Act Offer Documents promptly after the receipt of such comments, and any other applicable lawwritten or oral responses thereto. TheThe Company and its counsel shall be given a reasonable opportunity to review and comment upon such responses and Parent shall consider reasonably and in good faith all additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Purchaser shall use reasonable best efforts to respond to any such comments (including by amendment of the Offer Documents as necessary) promptly after they are received.

Offer Documents. As soon as practicable on Within the date of commencement of the Offerperiods provided by applicable --------------- law, Parent Acquiror and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 TO (the "Schedule 14D- 1TO") with respect to the Offer ----------- ----------- which shall contain the offer to purchasepurchase and related letter of transmittal (such Schedule TO, related 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"). The Offer Documents (i) 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 law and (ii) shall conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoingthereunder; provided, -------- however, that no agreement or representation is hereby is made or shall be made by Parent ------- 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. ParentAcquiror, Sub and the Company Target each agree agrees promptly to 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 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. In conducting the Offer, Parent and Sub shall comply in all material respects with the Exchange Act and any other applicable law. The.

Offer Documents. As soon promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Sub Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule 14D-1 (the "Schedule 14D- 1") TO with respect to the Offer which shall (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the offer Offer to purchase, Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made disseminated to holders of Shares. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (collectively with any supplements or amendments thereto, which together constitute the "“Offer Documents"). The Offer Documents (i”) shall contain (filed by either Parent or shall be amended Purchaser with the SEC to comply in a timely manner to contain) all information which is required to be included therein in accordance material respects with the Exchange Act and the rules and regulations thereunder and any other applicable law and (ii) shall conform in all material respects with the requirements Legal Requirements. Each of the Exchange Act and any other applicable law. Notwithstanding the foregoing, no agreement or representation hereby is made or shall be made by Parent or 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. Parent, Sub Purchaser and the Company each agree agrees to promptly 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 false or misleading in any material respect respect, and 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 to be disseminated to holders of Company Common StockShares, in each case as and to the extent required by applicable lawfederal securities laws. In conducting the Offer, The Company shall promptly furnish or otherwise make available to Parent and Sub shall comply Purchaser or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in all material respects connection with the Exchange Act and any other applicable law. Theaction

Offer Documents. As soon promptly as practicable on the date of commencement (within the meaning of Rule 14d 2 under the Exchange Act) of the Offer, Parent and Sub Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule 14D-1 (the "Schedule 14D- 1") TO with respect to the Offer which shall (together with all amendments and supplements thereto and including the exhibits thereto, the “Schedule TO”) that will contain as an exhibit or incorporate by reference the offer Offer to purchasePurchase, the form of the related letter of transmittal and other customary ancillary Offer documents and instruments pursuant in each case related to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents"). The Offer Documents (i) 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 (ii) shall conform cause the Offer to Purchase and related documents to be disseminated to the holders of Shares. Each of Parent and Purchaser agrees to cause the Schedule TO and all exhibits (including the Offer to Purchase), amendments or supplements thereto (collectively, the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding Laws, and to not contain any untrue statement of a material fact or omission of a material fact necessary in order to make the foregoingstatements made therein, in light of the circumstances under which they are made, not misleading, except that no agreement or representation hereby covenant is made or shall be made by Parent or Sub Purchaser 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 Documents. The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in connection with any action contemplated by this Section 2.1(e) so as to enable each of Parent and Purchaser to comply with its obligations hereunder. Each of Parent, Sub Purchaser and the Company each agree agrees to promptly 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 false or misleading in any material respect respect, and 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 to be disseminated to the holders of Company Common StockShares, in each case as and to the extent required by applicable lawfederal securities Laws. In conducting The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel with prompt notice of any comments (whether written or oral) that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents (which notice shall include a copy of any written comments) and Parent and Purchaser shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff, including the reasonable opportunity to participate in any discussions with the SEC or its staff concerning such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, Parent and Sub shall comply in all material respects with the Exchange Act and any other applicable law. The.

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 114D-1") with respect to the Offer which shall contain the offer to purchase, 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"). The Offer Documents (i) 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 law, and (ii) shall conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoing; PROVIDED, HOWEVER, that no agreement or representation hereby is made or shall be made by Parent or 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. Parent, Sub and the Company each agree promptly to 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 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. In conducting the Offer, Parent and Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. TheThe Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC.

Offer Documents. As soon promptly as practicable on the date Offer Commencement Date (subject to (i) the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b) and (ii) the Company being prepared, in accordance with Section 1.2(a), to file with the SEC, and to disseminate to holders of commencement of Shares, the OfferSchedule 14D-9 promptly thereafter on the Offer Commencement Date), Parent and Sub Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule 14D-1 (the "Schedule 14D- 1") TO with respect to the Offer which shall (together with any exhibits, amendments or supplements thereto, the “Offer Documents”) that will contain or incorporate by reference the offer Offer to purchase, Purchase and form of the 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"). The Offer Documents (i) 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 (ii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares as and to the extent required by applicable Legal Requirements. Parent and Purchaser agree that they shall conform cause the Offer Documents filed by either Parent or Purchaser with the SEC (x) to comply in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding Legal Requirements and (y) to 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 foregoingstatements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no agreement or representation hereby covenant is made or shall be made by Parent or Sub Purchaser with respect to information supplied by or on behalf of the Company expressly Acquired Corporations 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 Documents. Each of Parent, Sub Purchaser and the Company each agree agrees to respond promptly to any comments (including oral comments) of the SEC or its staff and to 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 Sub Parent and Purchaser further agrees agree to take all lawful action steps 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 StockShares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting The Company consents to the Offer, inclusion of the Company Board Recommendation in the Offer Documents. The Company shall promptly furnish or otherwise make available to Parent and Sub Purchaser or Parent’s legal counsel all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). The Company and its counsel shall comply in all material respects be given reasonable opportunity to review and comment on the Offer Documents (including any response to any comments (including oral comments) of the SEC or its staff with respect thereto) prior to the filing thereof with the Exchange Act SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any other applicable lawsuch comments made by the Company or its counsel. TheParent and Purchaser agree to provide the Company and its counsel with any comments (including oral comments) Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of those comments (including oral comments).

Offer Documents. As soon promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Sub Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule 14D-1 (the "Schedule 14D- 1") TO with respect to the Offer which shall (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the offer Offer to purchase, Purchase and form of the related letter of transmittal and other ancillary Offer documents and instruments pursuant to which (ii) cause the Offer will to Purchase and related documents to be made disseminated to holders of Shares. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (collectively with any supplements or amendments thereto, which together constitute the "“Offer Documents"). The Offer Documents (i”) shall contain (filed by either Parent or shall be amended Purchaser with the SEC to comply in a timely manner to contain) all information which is required to be included therein in accordance material respects with the Exchange Act and the rules and regulations thereunder and any other applicable law and (ii) shall conform in all material respects with the requirements Legal Requirements. Each of the Exchange Act and any other applicable law. Notwithstanding the foregoing, no agreement or representation hereby is made or shall be made by Parent or 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. Parent, Sub Purchaser and the Company each agree agrees to promptly 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 false or misleading in any material respect respect, and Sub Parent further agrees to take use all lawful action necessary commercially reasonable efforts to promptly cause the Offer Documents as so corrected to be filed promptly with the SEC and to be promptly disseminated to holders of Company Common StockShares, in each case as and to the extent required by applicable lawLegal Requirements. In conducting The Company shall promptly furnish or otherwise make available to Parent and Purchaser or Parent’s legal counsel all information concerning the Company and the Company’s stockholders that may be required in connection with any action contemplated by this Section 1.1(e), including communicating the Offer to the record and beneficial holders of the Shares. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, Parent and Sub shall comply in all material respects with the Exchange Act and any other applicable law. The.

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 1") with respect to the Offer which shall contain the offer to purchase, 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"). The Offer Documents (i) 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 law, and (ii) shall conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoing, no agreement or representation hereby is made or shall be made by Parent or 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. Parent, Sub and the Company each agree promptly to 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 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. In conducting the Offer, Parent and Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. TheThe Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments or supplements thereto prior to the filing thereof with the SEC. To the extent practicable, the Company and its counsel shall also be given reasonable opportunity to review and comment on correspondence with the SEC concerning the Offer Documents prior to the delivery thereof to the SEC.

Offer Documents. As soon as practicable on On or before October 31, 2001 or otherwise in compliance with the date of commencement of the Offerperiods provided by applicable Law, Parent EarthLink and Sub shall file or cause to be filed with the SEC Securities and Exchange Commission ("SEC") a Tender Offer Statement on Schedule 14D-1 TO (the "Schedule 14D- 1TO") with respect to the Offer which shall contain the offer to purchase, related letter of transmittal and other ancillary applicable related documents (such Schedule TO, letter of transmittal and other Offer documents and instruments pursuant to which the Offer will be made (collectively made, together with any supplements or amendments thereto, the "Offer Documents"). The Offer Documents (i) 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 and (ii) shall conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoingthereunder; provided, however, that no agreement or representation is hereby is made or shall be made by Parent EarthLink or Sub with respect to information supplied by the Company expressly for inclusion in, Cidco or with respect to Company Cidco information derived from the CompanyCidco's public SEC filings that reports which is included or incorporated by reference in, the Offer Documents. ParentEarthLink, Sub and the Company Cidco each agree agrees promptly to 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 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. In conducting the Offer, Parent and Sub shall comply in all material respects with the Exchange Act and any other applicable law. The.

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Merger Sub shall (x) file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 114D-1") with respect to the Offer which shall contain the offer to purchase, 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"). The Offer Documents (i) 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 law, and (ii) shall conform comply in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding law and (y) mail or cause to be mailed the foregoing, no agreement or representation hereby is made or shall be made by Parent or Sub with respect Offer Documents to information supplied by the record holders of 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 DocumentsCommon Stock. Parent, Merger Sub and the Company each agree promptly to 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. In conducting the Offer, Parent and Merger Sub shall comply in all material respects with the provisions of the Exchange Act and any other applicable law. TheThe Company and its counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC.

Offer Documents. As soon as practicable on On the date of commencement of the Offer, Parent and Sub shall Purchaser shall: (a) file or cause to be filed a Schedule TO (together with all exhibits, amendments and supplements thereto, the SEC a Tender Offer Statement on “Schedule 14D-1 (the "Schedule 14D- 1"TO”) with respect to the Offer Offer, which shall contain the or shall incorporate by reference an offer to purchase, purchase and forms of the related letter of transmittal and form of 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 (b) cause the Offer Documents to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities law. The Parent and Purchaser shall cause the Offer Documents (i) shall contain (or shall be amended in a timely manner to contain) all information which is required comply as to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable law and (ii) shall conform form in all material respects with the requirements of applicable U.S. federal securities laws and (ii) on the Exchange Act date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company Common Stock, not to contain any other applicable law. Notwithstanding untrue statement of a material fact or omit to state any material fact necessary in order to make the foregoingstatements therein, in light of the circumstances under which they were made, not misleading, except that no agreement or representation hereby covenant is made or shall be made by Parent or Sub Purchaser with respect to information supplied by or on behalf of 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 by reference in, in the Offer Documents. The Company shall promptly supply Parent and Purchaser in writing, for inclusion in the Offer Documents, all information concerning the Company required under the Exchange Act to be included in the Offer Documents. Each of Parent, Sub Purchaser and the Company each agree agrees promptly to correct any information provided by them for use in the Offer Documents if and to the extent it shall have obtained knowledge that it such information shall have become false or misleading in any material respect respect, and Sub each of Parent and Purchaser further agrees to take make all lawful action necessary reasonable efforts 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 StockShares, in each case as and to the extent required by applicable federal securities law. The 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 filing thereof with the SEC and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In conducting addition, Xxxxxx agrees to provide the OfferCompany and its counsel any comments, whether written or oral, that Parent may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment upon such responses and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Sub Purchaser shall comply in all material respects with the Exchange Act and use reasonable best efforts to respond to any other applicable law. Thesuch comments promptly after they are received.

Offer Documents. As soon as practicable on the date of commencement of the Offer, Parent and Sub shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D- 114D-1") with respect to the Offer which shall contain the offer to purchase, 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"). The Offer Documents (i) 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 (ii) shall conform in all material respects with the requirements of the Exchange Act and any other applicable law. Notwithstanding the foregoing, no agreement or representation hereby is made or shall be made by Parent or 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. Parent, Sub and the Company each agree promptly to 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 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. In conducting the Offer, Parent and Sub shall comply in all material respects with the Exchange Act and any other applicable law. TheThe Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments or supplements thereto prior to the filing thereof with the SEC. To the extent practicable, the Company and its counsel shall also be given reasonable opportunity to review and comment on correspondence with the SEC concerning the Offer Documents prior to the delivery thereof to the SEC.