Common use of Purpose of the Offer Clause in Contracts

Purpose of the Offer. The purpose of the Offer is for Wonder, through Purchaser, to acquire control of, and would be the first step in Wonder’s acquisition of the entire equity interest in, Blue Apron. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Blue Apron Board unanimously (i) determined and declared the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectively, the “Transactions”), are advisable, and in the best interests of, Blue Apron and its stockholders, (ii) resolved that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Merger Agreement, providing for the consummation of the Transactions, (iii) resolved that the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of the Offer and will be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and (iv) recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. If the Offer is consummated, we will not seek the approval of Blue Apron’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement to complete the Merger without a vote of Blue Apron stockholders in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS​

Purpose of the Offer. The purpose of the Offer is for WonderOracle and Parent, through Purchaser, to acquire control of, and would be the first step in Wonder’s acquisition of the entire equity interest in, Blue Apronthe Company. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon promptly as practicable thereafter. The Blue Apron Company Board unanimously has unanimously: (i) determined and declared the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectively, the “Transactions”), are advisable, and in the best interests of, Blue Apron and its stockholders, (ii) resolved that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Merger Agreement, providing for the consummation of the Transactions, (iii) resolved that the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of transactions contemplated thereby, including the Offer and will be governed by the Merger, are fair to and effected under Section 251(hin the best interests of the Company’s stockholders; (ii) approved and adopted the Merger Agreement, declared the advisability of the Merger Agreement and approved the transactions contemplated thereby, including the Offer and the other relevant provisions Merger, in accordance with the requirements of the DGCL and DGCL; (iviii) recommended resolved to recommend that Blue Apron’s the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (iv) elected that the Merger Agreement and the transactions contemplated thereby be expressly governed by Section 251(h) of the DGCL. If the Offer is consummated, we will do not seek anticipate seeking the approval of Blue Apronthe Company’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement intend to complete the Merger without a vote of Blue Apron the Company’s stockholders in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS​.

Purpose of the Offer. The purpose of the Offer is for WonderParent, through Purchaser, to acquire control of, and would be the first step in WonderParent’s acquisition of the entire equity interest in, Blue ApronPandion. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Blue Apron Pandion Board unanimously has unanimously: (i) determined and declared the Offer, that the Merger Agreement and the other transactions contemplated thereby, including the Offer and the Merger, are fair to, and in the best interest of, Pandion and its stockholders; (ii) declared that it is advisable for Pandion to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by Pandion of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, on including the terms Offer and conditions set forth in the Merger Agreement Merger; (collectively, the “Transactions”), are advisable, and in the best interests of, Blue Apron and its stockholders, (iiiv) resolved agreed that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Merger Agreement, providing for the consummation of the Transactions, (iii) resolved that the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of the Offer and will be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and DGCL; (ivv) recommended that Blue ApronPandion’s stockholders accept the Offer and tender their Shares pursuant to the Offer; and (vi) declared that the Chief Executive Officer, the President and Chief Scientific Officer, and the Chief Operating Officer of Pandion are each authorized to execute and deliver the Merger Agreement in the form presented to the Pandion Board. If the Offer is consummated, we will do not seek anticipate seeking the approval of Blue ApronXxxxxxx’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following the consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent such corporation that would otherwise be required to approve a merger for the constituent such corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent such corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement to complete the Merger without a vote of Blue Apron Pandion’s stockholders in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS​.

Purpose of the Offer. The purpose of the Offer is for WonderXxxxx, through Purchaser, to acquire control of, and would be the first step in WonderLilly’s acquisition of the entire equity interest in, Blue ApronDICE. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Blue Apron DICE Board unanimously (i) determined and declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectively, the “Transactions”), Transactions are advisablefair to, and in the best interests of, Blue Apron of DICE and its stockholders, (ii) resolved that Blue Apron was authorized to enter into approved and is authorized to perform its obligations under declared advisable the Merger Agreementand the execution, providing for delivery and performance by DICE of the Merger Agreement and the consummation of the Transactions, (iii) resolved that the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of the Offer and will be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and (iv) recommended resolved to recommend that Blue ApronDICE’s stockholders accept the Offer and tender their Shares pursuant to the Offer. If the Offer is consummated, we will not seek the approval of Blue ApronDICE’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock Table of Contents in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement to complete the Merger without a vote of Blue Apron DICE stockholders in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS​.

Purpose of the Offer. The purpose of the Offer is for WonderLilly, through Purchaser, to acquire control of, and would be the first step in WonderLilly’s acquisition of the entire equity interest in, Blue ApronPOINT. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Blue Apron POINT Board unanimously (i) determined and declared the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in that the Merger Agreement (collectivelyand the Transactions, including the “Transactions”)Offer and the Merger, are advisablefair to, and in the best interests of, Blue Apron of POINT and its stockholders, (ii) resolved that Blue Apron was authorized declared it advisable for POINT to enter into and is authorized to perform its obligations under the Merger Agreement, providing for (iii) approved the execution, delivery and performance by POINT of the Merger Agreement and the consummation of the Transactions, (iiiiv) resolved agreed that the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and will be governed by and effected under Section 251(h(v) and agreed to recommend that the other relevant provisions holders of the DGCL and (iv) recommended that Blue Apron’s stockholders Shares accept the Offer and tender their Shares pursuant to the Offer. If the Offer is consummated, we will not seek the approval of Blue ApronPOINT’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement to complete the Merger without a vote of Blue Apron POINT stockholders in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS​.

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Wonder, through Purchaser, Parent to acquire control of, and would be all of the outstanding equity interests in, Smart & Final. The Offer, as the first step in Wonder’s the acquisition of the entire equity interest inSmart & Final, Blue Apron. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Blue Apron Board unanimously (i) determined and declared the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectivelyprovides, among other things, that the “Transactions”), are advisable, Offeror will be merged into Smart & Final and in the best interests of, Blue Apron and its stockholders, (ii) resolved that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Merger Agreement, providing for the upon consummation of the TransactionsMerger, (iii) resolved that the Merger Agreement and the Merger surviving corporation will be effected as soon as practicable following the consummation become a wholly owned subsidiary of the Offer and will be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and (iv) recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the OfferParent. If the Offer is consummated, we will do not seek anticipate seeking the approval of Blue Apron’s Smart & Final's remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent target corporation that would otherwise be required to approve a merger for the constituent target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the constituent target corporation. Accordingly, if we consummate the Offer, we are required pursuant intend to effect the Merger Agreement to complete closing of the Merger without a vote of Blue Apron the stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS​If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."

Purpose of the Offer. The purpose of the Offer is for WonderXxxxx, through Purchaser, to acquire control of, and would be the first step in WonderLilly’s acquisition of the entire equity interest in, Blue ApronARMO. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Blue Apron ARMO Board unanimously has unanimously: (i) determined and declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectively, the “Transactions”), Transactions are advisable, fair to and in the best interests of, Blue Apron of ARMO and its stockholders, (ii) resolved that Blue Apron was duly authorized to enter into and is authorized to perform its obligations under approved the execution, delivery and performance by ARMO of the Merger Agreement, providing for Agreement and the consummation by ARMO of the Transactions, (iii) resolved that declared the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of Transactions advisable, (iv) recommended that ARMO’s stockholders tender their Shares in the Offer and will (v) resolved that the Merger shall be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and (iv) recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the OfferDGCL. If the Offer is consummated, we will do not seek anticipate seeking the approval of Blue ApronARMO’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement to complete the Merger without a vote of Blue Apron ARMO’s stockholders in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS​.

Purpose of the Offer. The purpose of the Offer is for WonderOracle and Parent, through Purchaser, to acquire control of, and would be the first step in Wonder’s acquisition of the entire equity interest in, Blue Apronthe Company. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon promptly as practicable thereafter. The Blue Apron Company Board unanimously (upon the unanimous recommendation of the Special Committee of the Company Board) has unanimously: (i) determined and declared the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectively, the “Transactions”), are advisable, and in the best interests of, Blue Apron and its stockholders, (ii) resolved that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Merger Agreement, providing for the consummation of the Transactions, (iii) resolved that the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of transactions contemplated thereby, including the Offer and will be governed by the Merger, are fair to and effected under Section 251(hin the best interests of the Company’s stockholders; (ii) approved and adopted the Merger Agreement, declared the advisability of the Merger Agreement and approved the transactions contemplated thereby, including the Offer and the other relevant provisions Merger, in accordance with the requirements of the DGCL and DGCL; (iviii) recommended resolved to recommend that Blue Apron’s the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (iv) elected that the Merger Agreement and the transactions contemplated thereby be expressly governed by Section 251(h) of the DGCL. If the Offer is consummated, we will do not seek anticipate seeking the approval of Blue Apronthe Company’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement to complete the Merger without a vote of Blue Apron the Company’s stockholders in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS​.