Common use of Schedule 13E-3 Clause in Contracts

Schedule 13E-3. (a) As soon as practicable following the date hereof, the Company, Sohu Game and Parent shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Sohu Game and Parent shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Sohu Game and Parent shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Sohu Game and Parent shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly, and in any event within twenty-four (24) hours, notify Sohu Game and Parent, and shall provide Sohu Game with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Sohu Game and Parent with a reasonable period of time to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Sohu Game in good faith.

Schedule 13E-3. (a) As soon as practicable following the date hereofof this Agreement, the Company, Sohu Game THL and Parent shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Sohu Game THL and Parent shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Sohu Game THL and Parent shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Sohu Game the Company, THL and Parent shall provide reasonable assistance and cooperation furnish all information concerning such party to the Company others as may be reasonably requested in connection with the preparation, filing, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the The Company shall promptly, and in any event within twenty-four (24) hours, notify Sohu Game THL and Parent, Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3 and shall provide Sohu Game THL with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand. Prior to filing or mailing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Sohu Game THL and Parent with a reasonable period of time to review and comment on such document or response; response and (ii) shall consider in good faith all additions, deletions or changes any comments reasonably proposed by Sohu Game THL and Parent. THL and Parent shall provide reasonable assistance and cooperation to the Company in good faiththe preparation, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC.

Schedule 13E-3. (a) As soon as practicable following the date hereofof this Agreement, the Company, Sohu Game THL and Parent shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Sohu Game THL and Parent shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Sohu Game THL and Parent shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Sohu Game the Company, THL and Parent shall provide reasonable assistance and cooperation furnish all information concerning such party to the Company others as may be reasonably requested in connection with the preparation, filing, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the The Company shall promptly, and in any event within twenty-four (24) hours, notify Sohu Game THL and Parent, Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3 and shall provide Sohu Game THL with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SECSEC and its staff, on the other hand. Prior to filing or mailing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Sohu Game THL and Parent with a reasonable period of time to review and comment on such document or response; response and (ii) shall consider in good faith all additions, deletions or changes any comments reasonably proposed by Sohu Game THL and Parent. THL and Parent shall provide reasonable assistance and cooperation to the Company in good faith.the preparation, filing and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. 37

Schedule 13E-3. (a) As soon as practicable following On the date hereofof the commencement of the Offer, the Company, Sohu Game Company and Parent Purchaser shall jointly prepare and cause to be filed file with the SEC a SEC, pursuant to and in accordance with Rule 13e-3 transaction statement and Regulation M-A, a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Transactions (such Schedule 13E-3together with all amendments and supplements thereto, as amended or supplemented, being referred to herein as the “Schedule 13E-3”); provided that, at its option, subject to applicable Law, Purchaser may include the Schedule 13E-3 in the Schedule TO included in the Offer Documents in which case the Company shall separately file a Schedule 13E-3 with respect to the Transactions on such date. Purchaser and the Company each agree to use reasonable best efforts promptly to respond to any comments of the SEC or its staff with respect to the Schedule 13E-3 filed by it and promptly to correct any information provided by it for use in any Schedule 13E-3 by Purchaser and/or the Company with respect to the Transactions if and to the extent that such information shall become false or misleading in any material respect or as otherwise required by applicable federal securities Laws. Each party shall take all steps necessary to amend or supplement the Schedule 13E-3 filed by it and to cause the Schedule 13E-3 filed by it, as so amended or supplemented, to be filed with the SEC, in each case as and to the extent required by applicable federal securities Laws. Each of Purchaser and the Company, Sohu Game Company and Parent its respective counsel shall use its be given reasonable best efforts opportunity under the circumstances to ensure that review and comment on the Schedule 13E-3 complies in all material respects (including any amendments or supplements thereto) before it is filed with the requirements of the Exchange Act SEC, and the rules party filing the applicable Schedule 13E-3 shall give reasonable and regulations promulgated thereundergood faith consideration to any comment received from any party hereto. Each Purchaser and the Company shall each provide the other and their respective counsel with (i) any written comments or other communications, and shall inform them of any oral comments or other communications, such Person or its counsel may receive from time to time from the Company, Sohu Game SEC or its staff with respect to the Schedule 13E-3 filed by it and Parent (ii) a reasonable opportunity to review and comment on any written or oral responses to such comments (to which reasonable and good faith consideration shall be given). Purchaser and the Company each agree to use its reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Schedule 13E-3. Each of Sohu Game and Parent shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly, and in any event within twenty-four (24) hours, notify Sohu Game and Parent, and shall provide Sohu Game with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Sohu Game and Parent with a reasonable period of time to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed filed by Sohu Game in good faithit.

Schedule 13E-3. (a) As soon as practicable following the date hereof, the Company, Sohu Game Parent and Parent Merger Sub shall jointly prepare and cause to be filed with the SEC a Rule 13e-3 transaction statement on Schedule 13E-3 (such Schedule 13E-3, as amended or supplemented, being referred to herein as the “Schedule 13E-3”). Each of the Company, Sohu Game Parent and Parent Merger Sub shall use its reasonable best efforts to ensure that the Schedule 13E-3 complies in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each of the Company, Sohu Game Parent and Parent Merger Sub shall use its reasonable best efforts to respond promptly to any comments of the SEC with respect to the Schedule 13E-3. Each of Sohu Game Parent and Parent Merger Sub shall provide reasonable assistance and cooperation to the Company in the preparation, filing, and mailing/distribution of the Schedule 13E-3 and the resolution of comments from the SEC. Upon its receipt of any comments from the staff of the SEC or any request from the SEC or its staff for amendments or supplements to the Schedule 13E-3, the Company shall promptly, and in any event within twenty-four (24) hours, notify Sohu Game Parent and ParentMerger Sub, and shall provide Sohu Game Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the staff of the SEC, on the other hand. Prior to filing the Schedule 13E-3 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Sohu Game Parent and Parent Merger Sub with a reasonable period of time to review and comment on such document or response; and (ii) shall consider in good faith all additions, deletions or changes reasonably proposed by Sohu Game Parent in good faith.