Common use of Purpose of the Offer Clause in Contracts

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as the first step in the acquisition of Smart & Final, is intended to facilitate the acquisition of all outstanding Shares. The Merger Agreement provides, among other things, that the Offeror will be merged into Smart & Final and that upon consummation of the Merger, the surviving corporation will become a wholly owned subsidiary of Parent. If the Offer is consummated, we do not anticipate seeking the approval of 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 target corporation that would otherwise be required to approve a merger for the 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 target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. 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 We are making the Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Agreement in order to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as the first step in the acquisition of Smart & Final, is intended to facilitate the acquisition of all outstanding Shares. The Merger Agreement provides, among other things, that the Offeror will be merged into Smart & Final and that upon consummation of ultimately following the Merger, the surviving corporation will become a wholly owned subsidiary of Parententire equity interest in, FFE while allowing FFE’s shareholders an opportunity to receive the Offer Price promptly by tendering their Shares into the Offer. If the Offer is consummated, we do not anticipate seeking the approval of 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 corporationwe, Merger Sub and subject FFE expect to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger for the 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 target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders of Smart & Final as promptly as practicable in accordance with Section 251(h) the TBOC. At the Effective Time, FFE will become a wholly-owned subsidiary of Purchaser. Holders of Shares who tender their Shares into the DGCL. If you sell your Shares in the Offer, you Offer will cease to have any equity interest in Smart & Final or any right to FFE and will no longer participate in its earnings and the future growthgrowth of FFE. If you do not tender your Shares, but the Merger is consummated, you also the current holders of Shares will no longer have an equity interest in FFE and instead will only have the surviving corporation and will not have any right to participate receive an amount in its earnings and future growth. Similarly, after selling your Shares in cash equal to the Offer or Price or, to 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, extent that holders of Shares do not are entitled to and have properly demanded appraisal rights in connection with the Offer. In connection with the Merger, howeverthe amounts to which such holders of Shares are entitled in accordance with Subchapter H of Chapter 10 of the TBOC. As soon as possible after the consummation of the Offer, stockholders we, Merger Sub and FFE expect to consummate the Merger pursuant to the Merger Agreement. Pursuant to the Merger Agreement, at any time on or after the Acceptance Time, we may exercise the Top-Up Option to purchase from FFE, subject to certain limitations, the Top-Up Option Shares in order to merge us into FFE without any vote of Smart & Final who comply FFE’s shareholders in accordance with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination “short-form” merger provisions of Section 10.006 of the fair value TBOC. Immediately following the exercise of their the Top-Up Option, the number of Shares owned in the aggregate by us would constitute at least one Share more than 90% of the number of Shares that would be outstanding immediately after the issuance of all Top-Up Option Shares pursuant to the Top-Up Option. See Section 262 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Top-Up Option” and Section 17 — “Certain Legal Matters; Regulatory Approvals — ‘Short-Form’ Merger.” If, after the Acceptance Time, we do not own, by virtue of the DGCL (exclusive of any element of value arising from accomplishment Offer or expectation otherwise, 90% or more of the Merger) issued and outstanding Shares, we may elect to receive payment require FFE to effect the Merger under the “long-form” merger provision of such fair value in cash. Any such judicial determination Section 21.452 of the fair value TBOC which requires that the Merger Agreement be adopted by FFE’s shareholders. The FFE Board has unanimously recommended that FFE’s shareholders accept the Offer and tender their Shares into the Offer and, to the extent required by applicable law, vote in favor of the Shares could be based upon considerations approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger. Adoption of the Merger Agreement requires the affirmative vote of holders of two-thirds of the outstanding Shares. Thus, if the Minimum Condition and the other than or in addition conditions to the Offer Price are satisfied and the market value of the Shares. The value so determined could be higher or lower thanOffer is completed, or the same as, the Offer Price or we would have sufficient voting power to adopt the Merger ConsiderationAgreement without the affirmative vote of any other shareholder of FFE. MoreoverNo interest will be paid for Shares acquired in the Merger. See Section 11 — “The Merger Agreement; Other Agreements — Actions in Connection with Long-Form Merger” and Section 17 — “Certain Legal Matters; Regulatory Approvals — ‘Short-Form’ Merger.” Except as provided in the Letter of Transmittal, the Offeror could argue in an appraisal proceeding that the fair value this Offer does not constitute a solicitation of such Shares is less than the Offer Price. Section 16—"Appraisal Rightsproxies, and we are not soliciting proxies at this time."

Purpose of the Offer. Plans for the Company after the Offer and the Merger. Purpose of the Offer. The purpose of the Offer and the Merger is for Parent to acquire control of, and the entire equity interest in, the Company. Upon consummation of the Merger, the Company will become a direct wholly owned subsidiary of Parent. The Offer is being made pursuant to the Merger Agreement. The purpose Plans for Merger Consummation. Under the CGCL, the approval of the Offer is for Parent to acquire control of, Board and all the affirmative vote of the holders of a majority of the outstanding equity interests in, Smart & FinalShares is required to approve the Merger Agreement. The OfferBoard has unanimously approved the Merger Agreement, as and, unless the first step in Merger is consummated pursuant to the acquisition of Smart & Finalshort-form merger provisions under the CGCL described below, is intended to facilitate the acquisition of all outstanding Shares. The Merger Agreement provides, among other things, that the Offeror will be merged into Smart & Final and that upon consummation only remaining required corporate action of the Merger, the surviving corporation will become a wholly owned subsidiary of Parent. If the Offer Company is consummated, we do not anticipate seeking the approval of Smart & Final's remaining public stockholders before effecting the Merger. Section 251(h) Merger Agreement by the affirmative vote of the DGCL provides that following consummation holders 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 majority of the target corporation that would otherwise be required to approve a merger for the 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 target corporationShares. Accordingly, if we consummate the Minimum Condition is satisfied, Purchaser will have sufficient voting power to cause the approval of the Merger and adoption of the Merger Agreement without the affirmative vote of any other shareholder of the Company. Certain shareholders of the Company, holding in the aggregate approximately 45% of the Shares as of January 15, 1999, have each entered into a voting agreement with Parent pursuant to which each has agreed to tender their Shares pursuant to the Offer, we intend and to vote, and has granted irrevocable proxies to Parent or Dr. Xxx (in the case of one such shareholder) to vote, all Shares owned by such shareholder in favor of the Merger. In the Merger Agreement, the Company has agreed to take all action necessary to convene a meeting of its shareholders as soon as practicable after the consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby, if such action is required by the CGCL. Parent and Purchaser have agreed that all Shares owned by them and their subsidiaries will be voted in favor of the Merger Agreement and the transactions contemplated thereby. If Purchaser accepts for payment such number of Shares as shall satisfy the Minimum Condition or the Revised Minimum Number, Purchaser will be entitled to designate representatives to serve on the Board in proportion to Purchaser's ownership of Shares following such purchase. See Section 10. In the event the Minimum Condition is satisfied, Purchaser expects that such representation would permit Purchaser to exert substantial influence over the Company's conduct of its business operations. Under the CGCL, if Purchaser acquires, pursuant to the Offer, the Stock Option or otherwise, at least 90% of the Shares then outstanding, Purchaser will be able to effect the closing of the Merger without a vote of the stockholders Company's shareholders. In such event, Parent, Purchaser and the Company have agreed in the Merger Agreement to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of Smart & Final the Company's shareholders pursuant to the short-form merger provisions under the CGCL. In the event that more than 50% of the Shares then outstanding are tendered pursuant to the Offer and not withdrawn, but less than 90% of the Shares then outstanding are acquired by Purchaser pursuant to the Offer and the Stock Option, Purchaser will waive the Minimum Condition and amend the Offer to reduce the number of Shares subject to the Offer to the Revised Minimum Number of Shares and, if a greater number of Shares are tendered into the Offer and not withdrawn, purchase, on a pro rata basis, the Revised Minimum Number of Shares (it being understood that Purchaser shall not in accordance any event be required to accept for payment, or pay for, any Shares if less than the Revised Minimum Number of Shares are tendered pursuant to the Offer and not withdrawn at the expiration of the Offer). Loan to the Company. Subject to the limitations set forth in the Merger Agreement, in the event that the Merger is not consummated on or before March 5, 1999, Parent will make the Loan to the Company in the aggregate principal sum of $3,000,000 (the "Principal"). Interest on the Principal will accrue at a floating rate 28 per annum equal to the internal rate of interest assessed by Parent or its affiliates on intercorporate loans made to or among subsidiaries of Parent (the "Interest"). All Principal and accrued Interest will become due and payable two years from the date the Loan is made (the "Maturity Date"). Parent will not, however, be obligated to make the Loan if (i) the Offer has not expired by its terms or, if the Offer has expired, the Shares tendered in the Offer are insufficient to satisfy the Minimum Condition or the Revised Minimum Number, (ii) any shareholder of the Company defaults under the Voting Agreements, (iii) the Merger Agreement is terminated by Parent because the Company has failed to comply in any material respect with Section 251(hany covenant or obligation of the Merger Agreement, (iv) if any representation or warranty made by the Company under the Merger Agreement, the Common Stock Option or the Stock Option Agreement is untrue at the time such representation or warranty was made or is untrue on the date the Loan is made and such breach is caused by an event that would constitute a Material Adverse Effect under the Merger Agreement, (v) there is any preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction or any statute, rule, regulation or order entered, promulgated or enacted by any governmental, regulatory or administrative agency or authority in effect that would impact the effective operation of the business of the Company resulting in a Material Adverse Effect from and after the Effective Time, (vi) any waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer has not expired or terminated and the satisfaction of any applicable foreign competition and antitrust statutes and regulations (including approval by the FCO pursuant to the AARC) has not been obtained, (vii) there is pending any proceeding or litigation, initiated prior to or after the date of the Merger Agreement, challenging the Merger or seeking to prohibit, alter, prevent or materially delay the Merger, (viii) there is pending or threatened against the Company any claim, action, suit, proceeding or investigation which would or could reasonably be expected to have a Material Adverse Effect, or (ix) the Company has terminated the Merger Agreement prior to acceptance for payment of the Shares by Purchaser under the Offer, and the Company has done each of the following: (a) entered into a definitive written agreement with respect to an Alternative Transaction with a third party; (b) determined, after receipt of written advice from legal counsel to the Board that the failure to take such action as described in the preceding clause (a) would cause the Board to violate its fiduciary duties to the Company's shareholders under applicable law; and (c) given a notice to Parent and Purchaser of its intent to terminate the Merger Agreement and of the terms and conditions of the Alternative Transaction, and such notice was given at least five Business Days prior to the date of termination of the Merger Agreement. Company Stock Option The Company granted to Parent options (the "Options") to purchase an aggregate of 600,000 Shares at an exercise price of $2.00 per share evidenced by a Common Stock Option, a form of which is filed as Exhibit (c)(4) to the Schedule 14D-1 and is incorporated by reference in this Offer to Purchase. Options to purchase 100,000 Shares will be immediately exercisable if and when the Loan is made by Parent to the Company. The remaining Options will become exercisable if and when a default occurs under the Loan. All the Options expire (i) on March 5, 1999, if the Loan is not made, or (ii) on the first anniversary of the Maturity Date. The Company will adjust the number of Shares subject to the Options to maintain the percentage of Shares subject to the Options at the date of the Merger Agreement if the Company causes or effects (i) a subdivision or combination on its capital stock, (ii) a stock distribution or dividend on its capital stock, or (iii) a recapitalization or reclassification of its capital stock. AGI Option Concurrent with the signing of the Merger Agreement, the Company and Parent agreed to an option (the "AGI Option"). If (a) Parent shall purchase all of the ordinary and preferred shares of the Israeli Affiliate that are not owned by the Company, (b) the closing of the Merger does not occur and (c) the Merger Agreement is terminated (the date on which (a), (b) and (c) will occur, the "Effective Date of the AGI Option"), Parent will have the right to purchase, and the Company will be required to sell, all but not less than all of the ordinary shares (as such number of shares may be increased or decreased as described below) of the DGCL. If you sell your Shares in Israeli Affiliate held by 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 Company (the "AGI Shares, but ") for the Merger is consummated, you also will no longer have an equity interest in aggregate purchase price of $5,404,770 (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."AGI Purchase 29

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Lilly, through Purchaser, to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as would be the first step in the Lilly’s acquisition of Smart & Finalthe entire equity interest in, POINT. 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 POINT Board unanimously (i) determined that the Merger Agreement providesand the Transactions, among other thingsincluding the Offer and the Merger, that are fair to, and in the Offeror will be merged best interests of POINT and its stockholders, (ii) declared it advisable for POINT to enter into Smart & Final the Merger Agreement, (iii) approved the execution, delivery and that upon performance by POINT of the Merger Agreement and the consummation of the MergerTransactions, (iv) agreed that the surviving corporation Merger Agreement and the Merger will become a wholly owned subsidiary be governed by and effected under Section 251(h) of Parentthe DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (v) agreed to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer. If the Offer is consummated, we do will not anticipate seeking seek the approval of Smart & Final's POINT’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 target constituent corporation that would otherwise be required to approve a merger for the target constituent 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 target constituent corporation. Accordingly, if we consummate the Offer, we intend are required pursuant to effect the closing of Merger Agreement to complete the Merger without a vote of the POINT stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. 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 Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Purchaser to acquire control of, and a majority equity interest in, the Company. The purpose of the Merger is to acquire the remaining equity interest. The acquisition of the entire common equity interest in the Company has been structured as a cash tender offer followed by a cash merger in order to provide a prompt and orderly transfer of ownership of the common equity of the Company from the public shareholders to Parent and to provide public shareholders with cash for all of their Shares. Accordingly, upon consummation of the transactions contemplated by the Merger Agreement, Parent will own the entire equity interest in the Company. Under the OBCA and the Company's Articles of Incorporation, the approval of the Board of Directors of the Company and the affirmative vote of a majority of the holders of outstanding Shares, voting as a single class, are required to approve and adopt the Merger Agreement and the Merger. The Board of Directors of the Company has approved the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby, and, unless the Merger is consummated pursuant to the short-form merger provisions under the OBCA described below, the only remaining required corporate action of the Company is the approval and adoption of the Merger Agreement and the Merger by the affirmative vote of the holders of a majority of the outstanding equity interests inShares. If the Minimum Condition is satisfied, Smart & Final. The Offer, as Purchaser will have sufficient voting power to cause the first step in approval and adoption of the acquisition Merger Agreement and the Merger without the affirmative vote of Smart & Final, is intended to facilitate the acquisition of all outstanding Sharesany other shareholder. The Merger Agreement providesprovides that, among other thingsif approval of the Merger by the shareholders of the Company is required by law, that the Offeror will be merged into Smart & Final Company will, as soon as possible following payment for Shares in the Offer, duly call and that upon consummation hold a meeting of shareholders for the purpose of obtaining shareholder approval of the Merger, and the surviving corporation Company, through its Board of Directors, will become a wholly owned subsidiary of Parentrecommend to shareholders that such approval be given. If SHORT FORM MERGER. Under the Offer is consummatedOBCA, we do not anticipate seeking the approval of Smart & Final's remaining public stockholders before effecting the Merger. Section 251(h) if Purchaser acquires at least 90% of the DGCL provides that following consummation of a successful tender offer for a public corporationoutstanding Shares, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target corporation that would otherwise Purchaser will be required able to approve a merger for the 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 target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders Company's other shareholders. The Merger Agreement provides that if Purchaser, or any other direct or indirect subsidiary of Smart & Final in accordance with Section 251(h) Tyco or Parent, acquires at least 90% of the DGCL. 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 outstanding Shares, but the Merger is consummatedParent, 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 Purchaser 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."Company will take all necessary

Purpose of the Offer. The purpose of the Offer is to enable Parent to acquire as many outstanding Shares as possible as a first step in acquiring the entire equity interest in the Company. The purpose of the Merger is for Parent to acquire all remaining Shares not purchased pursuant to the Offer. Upon consummation of the Merger, the Company will become a wholly owned subsidiary of Parent. The Offer is being made pursuant to the Merger Agreement. The purpose Under the DGCL, the approval of the Offer Board of Directors of the Company is for Parent required to acquire control ofapprove and adopt the Merger Agreement and the transactions contemplated thereby, and all including the Merger. Unless the Merger is consummated pursuant to the "short-form" merger provisions under Section 253 of the DGCL described below (in which case no vote of the holders of the outstanding equity interests inShares is required), Smart & Final. The Offer, as the first step in only remaining required corporate action of the acquisition Company is the adoption of Smart & Final, is intended to facilitate the acquisition Merger Agreement and the approval of all the Merger by vote of the holders of a majority of the outstanding Shares. The Board of Directors of the Company has unanimously (i) determined that the terms of each of the Offer and the Merger of the Purchaser with and into the Company are fair to, and in the best interests of, the Holders, (ii) approved the Merger Agreement providesand the transactions contemplated thereby, among other thingsincluding the Offer and the Merger, and (iii) declared the advisability of the Merger Agreement and recommended that the Offeror will be merged into Smart & Final Holders accept the Offer, tender their Shares pursuant to the Offer and that upon (if required by applicable law) adopt the Merger Agreement. In the Merger Agreement, the Company has agreed to take all action necessary to convene a meeting of its stockholders as soon as practicable after the consummation of the MergerOffer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby if such action is required by the DGCL. However, under the surviving corporation will become a wholly owned subsidiary of Parent. If the Offer is consummated, we do not anticipate seeking the approval of 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 provisionsDGCL, if the acquirer holds Purchaser acquires, pursuant to the Offer or otherwise, at least the amount of shares of each class of stock 90% of the target corporation that would otherwise outstanding Shares, the Purchaser will be required able to approve a merger for the 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 target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders of Smart & Final in accordance with Section 251(h) Company's stockholders. Accordingly, if the Purchaser acquires at least 90% of the outstanding Shares, it will have sufficient voting power to cause the approval and adoption of the Merger Agreement and the transactions contemplated thereby without a vote of the Company's stockholders. In such event, Parent, the Purchaser and the Company have agreed in the Merger Agreement to take, at the request of the Purchaser, all necessary and appropriate action to cause the Merger to become effective without a meeting of the Company's stockholders. If, however, the Purchaser does not acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise and a vote of the Company's stockholders is required under the DGCL, a significantly longer period of time would be required to effect the Merger. If you sell your the Purchaser purchases a majority of the outstanding Shares pursuant to the Offer, the Merger Agreement provides that the Purchaser will be entitled to designate representatives to serve on the Board of Directors of the Company in proportion to the Purchaser's ownership of Shares following such purchase. The Purchaser expects that such representation would permit the Purchaser to exert substantial influence over the Company's conduct of its business and operations. PLANS FOR THE COMPANY. Subject to certain matters described below, it is currently expected that, initially following the Merger, the business and operations of the Company will generally continue as they are currently being conducted. Parent currently intends to cause the Company's operations to continue to be run and managed by, amongst others, the Company's existing executive officers. Parent will continue to evaluate all aspects of the business, operations, capitalization and management of the Company during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such further actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's business, operations, capitalization and management. As a result of the completion of the Offer, the interest of Parent in the Company's net book value and net earnings will be in proportion to the number of Shares acquired in the Offer. If the Merger is consummated, you Xxxxxx's interest in such items and in the Company's equity generally will equal 100% and Parent and its subsidiaries will be entitled to all benefits resulting from such interest, including all income generated by the Company's operations and any future increase in the Company's value. Similarly, Parent will also bear the risk of losses generated by the Company's operations and any future decrease in the value of the Company after the Merger. Subsequent to the Merger, current stockholders of the Company will cease to have any equity interest in Smart & Final or any right the Company, will not have the opportunity to participate in its the earnings and future growth. If you do not tender your Shares, but growth of the Company after 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 growthvote on corporate matters. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you stockholders will not bear face the risk of any decrease losses generated by the Company's operations or decline in the value of Smart & Final or the surviving corporation, as applicableCompany after the Merger. Under The Shares are currently traded on the DGCL, holders OTC Bulletin Board. Following the consummation 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 there will be entitled to receive a judicial determination less than 300 holders 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 record of the Shares could and the Company may no longer be based upon considerations other than or in addition required to file periodic reports with the Commission. Accordingly, the Shares will no longer be eligible for quotation on the OTC Bulletin Board. See Section 13--"Effect of the Offer on the Market for the Shares; Exchange Act Registration". It is expected that, if Shares are not accepted for payment by the Purchaser pursuant to the Offer Price and the market value Merger is not consummated, the Company's current management, under the general direction of the Sharescurrent Board of Directors, will continue to manage the Company as an ongoing business. The value so determined could be higher Except as otherwise discussed in this Offer to Purchase, Parent has no present plans or lower thanproposals that would result in any extraordinary corporate transaction, such as a merger, reorganization, liquidation involving the Company or any of its subsidiaries, or purchase, sale or transfer of a material amount of assets of the same asCompany or any of its subsidiaries or in any other material changes to the Company's capitalization, corporate structure, business or composition of the Offer Price Board of Directors of the Company or the Merger Consideration. Moreovermanagement of the Company, except that Parent intends to review the Offeror could argue in an appraisal proceeding that composition of the fair value boards of directors (or similar governing bodies) of the Company and its subsidiaries and to cause the election to such Shares is less than the Offer Price. Section 16—"Appraisal Rightsboards of directors (or similar governing bodies) of certain of its representatives."