Common use of Schedule TO and Offer Documents Clause in Contracts

Schedule TO and Offer Documents. As soon as practicable on the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain as an exhibit or incorporate by reference an offer to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the “Offer Documents”), and (ii) mail (or cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure that none of the information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and (ii) provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO and Offer Documents. As soon as practicable on On the date of commencement of the Offer is commenced (within Offer, the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub the Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which . The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”) and a form of the related forms of the letter of transmittal and summary advertisement, if anyin customary form (the “Letter of Transmittal”), and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”), . The Parent and (ii) mail (or the Purchaser shall cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of applicable U.S. federal securities laws and (ii) on the Exchange Act and, date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company StockholdersCommon Stock, will not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure , except that none of no covenant is made by the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or its officers, directors, representatives, agents or employees expressly in writing specifically for inclusion in the Offer Documents will, on Documents. The Parent and the date Purchaser shall take all steps necessary to cause the Offer Documents are first sent to be disseminated to holders of shares of Company Common Stock, as and to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingby applicable U.S. federal securities laws. Each of Parent and Merger Subthe Parent, on the one hand, Purchaser and the Company, on the other hand, Company shall reasonably promptly correct or supplement any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. respect or as otherwise required by applicable law, and the Parent and Merger Sub the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so corrected, amended and supplemented to be filed with the SEC and the other Offer Documents, Documents as so corrected, amended and supplemented to be disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by applicable U.S. federal securities laws. Unless Except to the extent related to the Parent or the Purchaser’s response to an Acquisition Proposal, a Trigger Event or a Recommendation Change Notice, the Company Board and its counsel shall have effected be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Common Stock. Except to the extent related to the Parent or the Purchaser’s response to an Acquisition Proposal, a Company Board Trigger Event or a Recommendation ChangeChange Notice, the Parent and Merger Sub the Purchaser shall provide the Company and its counsel with a reasonable opportunity copy of any written comments or telephonic notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to review and comment on the Schedule TO and the Offer Documents prior to or any Offer Document promptly after the filing thereof receipt thereof, shall consult with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel prior to responding to any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereofsuch comments, and (ii) shall provide the Company and its counsel with a reasonable opportunity to participate in the formulation copy of any written response responses thereto and telephonic notification of any oral responses thereto of the Parent or the Purchaser or their counsel. Subject to the foregoing, the Parent and the Purchaser shall use reasonable best efforts to respond to any such written comments of the SEC or its staffpromptly after they are received.

Schedule TO and Offer Documents. (i) As soon as practicable on the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act), Parent and Merger Sub shall (i) prepare and file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the OfferOffer in accordance with Rule 14d-3(a) promulgated under the Exchange Act, which Schedule TO shall contain as an exhibit or incorporate by reference (A) an offer to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made and (B) notice to Company Stockholders informing such Company Stockholders of their rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, with any supplements or amendments thereto, the “Offer Documents”), and (ii) mail (or cause to be mailed) the Offer Documents to be disseminated to all Company Stockholders. Subject Stockholders as and to the provisions of extent required by the Exchange Act. (ii) Unless the Company Board has withheld, withdrawn, amended, qualified or modified the Company Board Recommendation in accordance with Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c3.2(d) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act andAct. Each of Parent and Merger Sub, on the date first publishedone hand, sent or given and the Company, on the other hand, shall cooperate in good faith to determine the information regarding the Company that is necessary to include in the Schedule TO and the Offer Documents in order to satisfy applicable Laws. If at any time prior to the Company StockholdersOffer Closing any information is discovered by either Parent or Merger Sub, will on the one hand, or the Company, on the other hand, which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure that none of the information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub, on such party shall promptly provide such information to the one hand, other parties and the Company, on the other hand, party responsible such party shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectDocuments. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, amended or supplemented, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities lawsLaws, the SEC (or its staff) or the NYSE. Unless the Company Board shall have effected a Company Board Recommendation ChangeChange in accordance with Section 6.2, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counselcounsel (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable). Unless the Company Board shall have effected a Company Board Recommendation ChangeChange in accordance with Section 6.2, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all comments or other communications, whether written comments or oral, that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after following receipt thereof, and (ii) provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staffstaff (including a reasonable opportunity to review and comment on any such response, to which Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel).

Schedule TO and Offer Documents. As soon as practicable on On the date of commencement of the Offer is commenced (within Offer, the meaning of Rule 14d-2 under Buyer and the Exchange Act), Parent and Merger Acquisition Sub shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which Offers. The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase and (the “Offer to Purchase”), a form of the related forms of the letter letters of transmittal and summary advertisement, if any(the “Letter of Transmittal”), and any other ancillary Offer documents and instruments pursuant to which the Offer Offers will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”), . The Buyer and (ii) mail (or cause to be mailed) the Acquisition Sub agree that the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act applicable U.S. Federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by the Buyer or the Acquisition Sub with respect to information supplied by the Company Stockholders, will or any of its stockholders for inclusion or incorporation by reference in the Offer Documents. The Company hereby agrees that the information provided by or on behalf of the Company in writing specifically for inclusion or incorporation by reference in the Schedule TO or the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Buyer and the Acquisition Sub shall ensure that none of the information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the date cause the Offer Documents are first sent to be disseminated to holders of Shares, as and to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingby applicable U.S. federal securities laws. Each of Parent and Merger Subthe Buyer, on the one hand, Acquisition Sub and the Company, on the other hand, Company shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent , and Merger the Buyer and the Acquisition Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Schedule TO and the Offer Documents, as so corrected, amended and supplemented to be filed with the SEC and the other Offer Documents, Documents as so corrected, amended and supplemented to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on the Schedule TO and upon the Offer Documents and any amendments thereto prior to the filing thereof with the SECSEC or dissemination to the stockholders of the Company, and Parent the Buyer and Merger the Acquisition Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless The Buyer and the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Acquisition Sub shall (i) provide to the Company and its counsel with a copy of any and all written comments that Parentor telephonic notification of any oral comments the Buyer, Merger the Acquisition Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after the receipt thereof, (ii) consult in good faith with the Company and its counsel prior to responding to any such comments, and (iiiii) provide the Company and its counsel with a reasonable opportunity to participate in the formulation copy of any written response to responses thereto and telephonic notification of any such written comments oral responses thereto of the SEC Buyer or its staffthe Acquisition Sub or their counsel.

Schedule TO and Offer Documents. As soon as practicable on On the date of commencement of the Offer is commenced (within Offer, the meaning of Rule 14d-2 under Buyer and the Exchange Act), Parent and Merger Acquisition Sub shall (i) file with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which . The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase and (the “Offer to Purchase”), a form of the related forms of the letter of transmittal and summary advertisement, if any(the “Letter of Transmittal”), and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”), . The Buyer and (ii) mail (or cause to be mailed) the Acquisition Sub agree that the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act applicable U.S. federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company StockholdersCompany’s stockholders, will and on the Acceptance Date (as hereinafter defined) shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure , except that none of no covenant, agreement, representation or warranty is made by the Buyer or the Acquisition Sub with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees expressly stockholders for inclusion or incorporation by reference in the Offer Documents will, on Documents. The Buyer and the date Acquisition Sub shall cause the Offer Documents are first sent to be disseminated to holders of Shares, as and to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingby applicable U.S. federal securities laws. Each of Parent and Merger Subthe Buyer, on the one hand, Acquisition Sub and the Company, on the other hand, Company shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent , and Merger the Buyer and the Acquisition Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Schedule TO and the Offer Documents, as so corrected, amended and supplemented to be filed with the SEC and the other Offer Documents, Documents as so corrected, amended and supplemented to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall provide the The Company and its counsel a shall be given reasonable opportunity to review and comment on the Schedule TO and upon the Offer Documents and any amendments thereto prior to the filing thereof with the SECSEC or dissemination to the stockholders of the Company, and Parent the Buyer and Merger the Acquisition Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless The Buyer and the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Acquisition Sub shall (i) provide to the Company and its counsel with a copy of any and all written comments that Parentor telephonic notification of any oral comments the Buyer, Merger the Acquisition Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after the receipt thereof, (ii) consult in good faith with the Company and its counsel prior to responding to any such comments, and (iiiii) provide the Company and its counsel with a reasonable opportunity to participate in the formulation copy of any written response to responses thereto and telephonic notification of any such written comments oral responses thereto of the SEC Buyer or its staffthe Acquisition Sub or their counsel.

Schedule TO and Offer Documents. As soon as practicable on the date of the commencement of the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Actin accordance with Section 1.01(a), Parent and Merger Sub shall (i) file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect ). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement and any schedule or form required to be filed pursuant to the Offer, which shall contain as an exhibit or incorporate by reference an offer Instructions to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made Schedule TO (collectively, together with any amendments, supplements or amendments and exhibits thereto, the “Offer Documents”). Merger Sub may, but shall not be required to, provide guaranteed delivery procedures for the tender of shares of Company Common Stock in the Offer; provided, however, that if Merger Sub provides guaranteed delivery procedures, for purposes of determining whether the Minimum Condition has been satisfied, Parent and Merger Sub shall include for purposes of its determination thereof shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures (ii) mail (or cause and such shares of Company Common Stock shall be deemed to be mailedvalidly tendered) if and only if shares of Company Common Stock subject to such guarantees have been received by, or on behalf of, Merger Sub as of the Expiration Date. Parent and Merger Sub agree to cause the Offer Documents to all be disseminated to holders of shares of Company Stockholders. Subject Common Stock, as and to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) extent required by applicable federal securities laws to be included in Laws, including the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer DocumentsExchange Act. Parent and Merger Sub shall ensure that cause the Offer Documents, when filed with the SEC, will Documents to (i) comply as to form in all material respects with the applicable requirements of the Exchange Act and, and (ii) as of the date first filed with the SEC and on the date first published, sent or given to the holders of Company StockholdersCommon Stock, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure ; provided, however, that none of the no covenant is made by Parent or Merger Sub with respect to information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingDocuments. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably agree to promptly notify the other party and correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect. respect or as otherwise required by Law, and Parent and Merger Sub shall take all steps necessary agree to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Company StockholdersCommon Stock, in each case case, as and to the extent required by applicable federal securities lawsLaws, or by the SEC or its staff or NASDAQ. Unless the Company Board shall have effected a Company Board Except following an Adverse Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof before they are filed with the SEC, and Parent and Merger Sub shall give reasonable and consider in good faith consideration to any comments made by from the Company and or its counsel. Unless the Company Board shall have effected a Company Board In addition, except following an Adverse Recommendation Change, Parent and Merger Sub shall (i) provide in writing to the Company and its counsel any and all written comments or other material written communications (and shall orally describe any oral comments or other material oral communication), that Parent, Parent and Merger Sub or their counsel may receive in writing from time to time from the SEC or its staff or any other Governmental Entity with respect to the Schedule TO and or the Offer Documents promptly after receipt thereofreceipt, and (ii) provide any written or oral responses thereto. Except following an Adverse Recommendation Change, the Company and its counsel shall be given a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or any other Governmental Entity or its staff, including a reasonable opportunity to review and comment on any such responses, which comments Parent and Merger Sub shall consider in good faith. Parent and Merger Sub shall use commercially reasonable efforts to respond promptly to any such comments.

Schedule TO and Offer Documents. As soon as practicable on On the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain as an exhibit or incorporate by reference an offer to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the “Offer Documents”), and (ii) mail (or cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.22.2(b), the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c2.2(b) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure that none of the information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities laws. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and (ii) provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO and Offer Documents. As soon as practicable on the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain as an exhibit or incorporate by reference an offer to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the “Offer Documents”), and (ii) mail (or cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.21.2(b), the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws Laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form complies in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, will does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure that none of the information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents willdoes not, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities lawsLaws. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and (ii) provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO and Offer Documents. As soon as practicable on the date of the commencement of the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Actin accordance with Section 1.01(a), Parent and Merger Sub shall (i) file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect ). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of Letter of Transmittal, a form of summary advertisement and any schedule or form required to be filed pursuant to the Offer, which shall contain as an exhibit or incorporate by reference an offer Instructions to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made Schedule TO (collectively, together with any amendments, supplements or amendments and exhibits thereto, the “Offer Documents”). Merger Sub may, but shall not be required to, provide guaranteed delivery procedures for the tender of shares of Company Common Stock in the Offer; provided, however, that if Merger Sub provides guaranteed delivery procedures, for purposes of determining whether the Minimum Condition has been satisfied, Parent and Merger Sub shall include for purposes of its determination thereof shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures (ii) mail (or cause and such shares of Company Common Stock shall be deemed to be mailedvalidly tendered) if and only if shares of Company Common Stock subject to such guarantees have been received by, or on behalf of, Merger Sub as of the Expiration Date. Parent and Merger Sub agree to cause the Offer Documents to all be disseminated to holders of shares of Company Stockholders. Subject Common Stock, as and to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) extent required by applicable federal securities laws to be included in Laws, including the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer DocumentsExchange Act. Parent and Merger Sub shall ensure that cause the Offer Documents, when filed with the SEC, will Documents to (i) comply as to form in all material respects with the applicable requirements of the Exchange Act and, and (ii) as of the date first filed with the SEC and on the date first published, sent or given to the holders of Company StockholdersCommon Stock, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure ; provided, however, that none of the no representation, warranty or covenant is made by Parent or Merger Sub with respect to information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion or incorporation by reference in Offer Documents will, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingDocuments. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably agree to promptly notify the other party and correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect. respect or as otherwise required by applicable Laws, and Parent and Merger Sub shall take all steps necessary agree to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Company StockholdersCommon Stock, in each case case, as and to the extent required by applicable federal securities lawsLaws, or by the SEC or its staff or NASDAQ. Unless the The Company Board shall have effected a Company Board Recommendation Change, promptly furnish or otherwise make available to Parent and Merger Sub shall provide or Parent’s legal counsel all information concerning the Company that may be required in connection with any action contemplated by this Section 1.01(f). Except following an Adverse Recommendation Change, the Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof before they are filed with the SEC, and Parent and Merger Sub shall give reasonable and consider in good faith consideration to any comments made by from the Company and or its counsel. Unless the Company Board shall have effected a Company Board In addition, except following an Adverse Recommendation Change, Parent and Merger Sub shall (i) provide in writing to the Company and its counsel any and all written comments or other material written communications (and shall orally describe any oral comments or other material oral communication), that Parent, Parent and Merger Sub or their counsel may receive in writing from time to time from the SEC or its staff or any other Governmental Entity with respect to the Schedule TO and or the Offer Documents promptly after receipt thereofreceipt, and (ii) provide any written or oral responses thereto. Except following an Adverse Recommendation Change, the Company and its counsel shall be given a reasonable opportunity (i) to participate in the formulation of review and comment on any written response to any such written comments of the SEC or any other Governmental Entity or its staff, which comments Parent and Merger Sub shall consider in good faith and (ii) to participate in any discussions with the SEC or its staff concerning such comments to the extent such participation is permitted by the SEC or its staff. Parent and Merger Sub shall use commercially reasonable efforts to respond promptly to any such comments.

Schedule TO and Offer Documents. As soon promptly as practicable on the date of commencement of the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act)Offer, Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to that shall include the Offersummary term sheet required thereby and, which shall contain as an exhibit exhibits or incorporate incorporated by reference an offer to purchase thereto, the Offer and the related forms of the letter of transmittal and summary advertisement, if any, and any all other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any all amendments and supplements or amendments thereto, the “Offer Documents”), and (ii) mail (or cause to be mailed) the Offer Documents to all Company Stockholders. Subject be disseminated to the provisions holders of Section 6.2, the Company Shares. The Schedule TO will, when filed by Parent and Merger Sub with the SEC, comply as to form in all material respects with the requirements of the Exchange Act and the Offer Documents may include a description of the determinations rules and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendationregulations thereunder. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company and its Subsidiaries that either is (i) may be required by applicable securities laws to be included in the Schedule TO Legal Requirements or the Offer Documents, or (ii) reasonably requested by Parent and or Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure that none of the information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably will promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. , and Parent and Merger Sub shall take all steps necessary to will cause the Schedule TO and the Offer Documents, as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to the holders of Company StockholdersShares, in each case as and to the extent required by applicable federal securities lawsLegal Requirements. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on upon the Schedule TO and the Offer Documents prior to the filing thereof such documents with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide in writing to the Company and its counsel any and all comments or other communications, whether written comments or oral, that Parent, the Parent or Merger Sub or their counsel may receive in writing from time to time from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after upon receipt thereof, and (ii) Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written provide comments on Parent’s and Merger Sub’s response to those comments (to which reasonable and good faith consideration shall be given) and to participate with Parent and Merger Sub or their counsel in any such written comments of material discussions or meetings with the SEC or its staff.

Schedule TO and Offer Documents. As soon as practicable on On the date of commencement of the Offer is commenced (within Offer, the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub the Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which . The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase and a form of the related letter of transmittal, the forms of which shall be reasonably acceptable to the letter of transmittal and summary advertisement, if anyCompany, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”), . The Parent and (ii) mail (or the Purchaser shall cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of applicable U.S. federal securities laws and (ii) on the Exchange Act and, date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company StockholdersCommon Stock, will 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 statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure , except that none of no covenant is made by the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or its officers, directors, representatives, agents or employees expressly for inclusion in the Offer Documents will, on Documents. The Parent and the date Purchaser shall take all steps necessary to cause the Offer Documents are first sent to be disseminated to holders of shares of Company Common Stock, as and to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingby applicable U.S. federal securities laws. Each of Parent and Merger Subthe Parent, on the one hand, Purchaser and the Company, on the other hand, Company shall reasonably promptly correct or supplement any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. respect or as otherwise required by applicable law, and the Parent and Merger Sub the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so corrected, amended and supplemented to be filed with the SEC and the other Offer Documents, Documents as so corrected, amended and supplemented to be disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by applicable U.S. federal securities laws. Unless The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Board shall have effected a Company Board Recommendation Change, Common Stock. The Parent and Merger Sub the Purchaser shall provide the Company and its counsel with a reasonable opportunity copy of any written comments or telephonic notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to review and comment on the Schedule TO and the Offer Documents prior to or any Offer Document promptly after the filing thereof receipt thereof, shall consult with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel prior to responding to any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereofsuch comments, and (ii) shall provide the Company and its counsel with a reasonable opportunity to participate in the formulation copy of any written response responses thereto and telephonic notification of any oral responses thereto of the Parent or the Purchaser or their counsel. Subject to the foregoing, the Parent and the Purchaser shall respond to any such written comments of the SEC or its staffpromptly after they are received.

Schedule TO and Offer Documents. As soon as practicable on the date of the commencement of the Offer is commenced (within in accordance with Section 1.1(a), Parent and Purchaser shall file with the meaning of SEC, in accordance with Rule 14d-2 14d-3 under the Exchange Act), Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect ). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement and any schedule or form required to be filed pursuant to the Offer, which shall contain as an exhibit or incorporate by reference an offer Instructions to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made Schedule TO (collectively, together with any amendments, supplements or amendments and exhibits thereto, the “Offer Documents”). Purchaser may, but shall not be required to, provide guaranteed delivery procedures for the tender of Company Shares in the Offer; provided, however, that if Purchaser provides guaranteed delivery procedures, for purposes of determining whether the Minimum Condition has been satisfied, Parent and Purchaser shall include for purposes of its determination thereof Company Shares tendered in the Offer pursuant to guaranteed delivery procedures (ii) mail (or cause and such Company Shares shall be deemed to be mailedvalidly tendered) if and only if Company Shares subject to such guarantees have been received by, or on behalf of, Purchaser as of the Expiration Date. Parent and Purchaser agree to cause the Offer Documents to all be disseminated to holders of Company Stockholders. Subject Shares, as and to the provisions of Section 6.2extent required by federal securities Laws, including the Schedule TO Exchange Act. Parent and Purchaser shall cause the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, and (ii) as of the date first filed with the SEC and on the date first published, sent or given to the holders of Company StockholdersShares, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure ; provided, however, that none of the no covenant is made by Parent or Purchaser with respect to information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingDocuments. Each of Parent and Merger SubPurchaser, on the one hand, and the Company, on the other hand, shall reasonably agree to promptly notify the other party and correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect. Parent respect or as otherwise required by Law, and Merger Sub shall take all steps necessary Purchaser agrees to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of Company StockholdersShares, in each case case, as and to the extent required by applicable federal securities lawsLaw, or by the SEC or its staff or NASDAQ. Unless the Company Board shall have effected a Company Board Prior to an Adverse Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof before they are filed with the SEC, and Parent and Merger Sub Purchaser shall give reasonable and consider in good faith consideration to any comments made by from the Company and or its counsel. Unless the Company Board shall have effected a Company Board In addition, prior to an Adverse Recommendation Change, Parent and Merger Sub Purchaser shall (i) provide in writing to the Company and its counsel any and all written comments or other material written communications (and shall orally describe any oral comments or other material oral communication), that Parent, Merger Sub Parent and Purchaser or their counsel may receive in writing from time to time from the SEC or its staff or any other Governmental Authority with respect to the Schedule TO and or the Offer Documents promptly after receipt thereofreceipt, and (ii) provide any written or oral responses thereto. Prior to an Adverse Recommendation Change, the Company and its counsel shall be given a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or any other Governmental Authority or its staff, including a reasonable opportunity to review and comment on any such responses, which comments Parent and Purchaser shall consider in good faith. Parent and Purchaser shall use commercially reasonable efforts to respond promptly to any such comments.

Schedule TO and Offer Documents. As soon as practicable on On the date of commencement of the Offer is commenced (within Offer, the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub the Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which . The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”) and a form of the related forms of the letter of transmittal and summary advertisement(the “Letter of Transmittal”), if anythe forms of which shall be reasonably acceptable to the Company, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”), . The Parent and (ii) mail (or the Purchaser shall cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of applicable U.S. federal securities laws and (ii) on the Exchange Act and, date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company StockholdersCommon Stock, will not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure , except that none of no covenant is made by the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or its officers, directors, representatives, agents or employees expressly for inclusion in the Offer Documents will, on Documents. The Parent and the date Purchaser shall take all reasonable steps necessary to cause the Offer Documents are first sent to be disseminated to holders of shares of Company Common Stock, as and to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingby applicable U.S. federal securities laws. Each of Parent and Merger Subthe Parent, on the one hand, Purchaser and the Company, on the other hand, Company shall reasonably promptly correct or supplement any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. respect or as otherwise required by applicable law, and the Parent and Merger Sub the Purchaser shall take all reasonable steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so corrected, amended or supplemented to be filed with the SEC and the other Offer Documents, Documents as so corrected, amended or supplemented to be disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by applicable U.S. federal securities laws. Unless The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Board shall have effected a Company Board Recommendation Change, Common Stock. The Parent and Merger Sub the Purchaser shall provide the Company and its counsel with a copy of any written comments or a reasonable opportunity summary of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to review and comment on the Schedule TO and the Offer Documents prior to or any Offer Document promptly after the filing thereof receipt thereof, shall reasonably consult with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel prior to responding to any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereofsuch comments, and (ii) shall provide the Company and its counsel with a reasonable opportunity to participate in the formulation copy of any written response responses thereto and a reasonable summary of any oral responses thereto of the Parent or the Purchaser or their counsel. Subject to the foregoing, the Parent and the Purchaser shall respond to any such written comments of the SEC or its staffpromptly after they are received.

Schedule TO and Offer Documents. As soon as practicable on On the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain as an exhibit or incorporate by reference an offer to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the “Offer Documents”), and (ii) mail (or cause to be mailed) the Offer Documents to all Company Common Stockholders. Subject to the provisions of Section 6.21.2(b), the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and a description of the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that is either is (i) required by applicable securities laws Laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure that none of the information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information is required to be corrected by the Exchange Act, the SEC or its staff or NASDAQ or to the extent such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Common Stockholders, in each case as and to the extent required by applicable federal securities lawsLaws. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SECSEC and shall give due consideration to the reasonable additions, and deletions or changes suggested thereto. Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, thereof and (ii) provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.

Schedule TO and Offer Documents. As soon as practicable on On the date of commencement of the Offer is commenced (within Offer, the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub the Purchaser shall file (ior cause to be filed) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which . The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase and a form of the related letter of transmittal, the forms of which shall be reasonably acceptable to the letter of transmittal and summary advertisement, if anyCompany, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”), . The Parent and (ii) mail (or the Purchaser shall cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of applicable U.S. federal securities Laws and (ii) on the Exchange Act and, date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company StockholdersCommon Stock, will not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure , except that none of no covenant is made by the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or its officers, directors, representatives, agents or employees expressly in writing specifically for inclusion in the Offer Documents will, on Documents. The Parent and the date Purchaser shall take all steps reasonably necessary to cause the Offer Documents are first sent to be disseminated to holders of shares of Company Common Stock, as and to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingby applicable U.S. federal securities Laws. Each of the Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, shall reasonably promptly correct or supplement any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. respect or as otherwise required by applicable Law, and the Parent and Merger Sub the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so corrected, amended and supplemented to be filed with the SEC and the other Offer Documents, Documents as so corrected, amended and supplemented to be disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by applicable U.S. federal securities lawsLaws. Unless The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Board shall have effected a Company Board Recommendation Change, Common Stock and the Parent and Merger Sub the Purchaser shall consider such comments (that are provided in a timely manner) in good faith. The Parent and the Purchaser shall provide the Company and its counsel with a reasonable opportunity copy of any written comments or telephonic notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to review and comment on the Schedule TO and the Offer Documents prior to promptly after the filing thereof receipt thereof, shall consult with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel prior to responding to any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereofsuch comments, and (ii) shall provide the Company and its counsel with a reasonable opportunity to participate in the formulation copy of any written response responses thereto and telephonic notification of any oral responses thereto of the Parent or the Purchaser or their counsel. The Parent and the Purchaser shall respond to any such written comments of the SEC or its staffas promptly as practicable after they are received.

Schedule TO and Offer Documents. As soon as practicable on On the date of commencement of the Offer is commenced (within Offer, the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub the Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which . The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”) and a form of the related forms of the letter of transmittal and summary advertisement(the “Letter of Transmittal”), if anythe forms of which shall be reasonably acceptable to the Company, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”), . The Parent and (ii) mail (or the Purchaser shall cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of applicable U.S. federal securities laws and (ii) on the Exchange Act and, date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company StockholdersCommon Stock, will not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure , except that none of no covenant is made by the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or its officers, directors, representatives, agents or employees expressly Affiliates in writing specifically for inclusion in the Offer Documents will, on Documents. The Parent and the date Purchaser shall take all reasonable steps necessary to cause the Offer Documents are first sent to be disseminated to holders of shares of Company Common Stock, as and to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingby applicable U.S. federal securities Laws. Each of Parent and Merger Subthe Parent, on the one hand, Purchaser and the Company, on the other hand, Company shall reasonably promptly correct or supplement any information provided by it or on its behalf specifically for use inclusion in the Schedule TO or the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. respect or as otherwise required by applicable Law, including requirements of the SEC, and the Parent and Merger Sub the Purchaser shall take all reasonable steps necessary to amend or supplement the Schedule TO and, as applicable, the other Offer Documents and to cause the Schedule TO and the Offer Documents, as so corrected, amended or supplemented to be filed with the SEC and the other Offer Documents, Documents as so corrected, amended or supplemented to be disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by applicable U.S. federal securities lawsLaws. Unless The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Board shall have effected a Company Board Recommendation Change, Common Stock. The Parent and Merger Sub the Purchaser shall provide the Company and its counsel with a reasonable opportunity copy of any written comments or telephonic or e-mail notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to review and comment on the Schedule TO and the Offer Documents prior to or any Offer Document promptly after the filing thereof receipt thereof, shall reasonably consult with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel prior to responding to any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereofsuch comments, and (ii) shall provide the Company and its counsel with a reasonable opportunity to participate in the formulation copy of any written response responses thereto and telephonic or e-mail notification of any oral responses thereto of the Parent or the Purchaser or their counsel. Subject to the foregoing, the Parent and the Purchaser shall respond to, and shall use their reasonable best efforts to do so as promptly as practicable, any such written comments of the SEC or its staffafter they are received.

Schedule TO and Offer Documents. As soon as practicable on On the date of commencement of the Offer is commenced (within Offer, the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub the Purchaser shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which . The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase (the “Offer to Purchase”) and a form of the related forms of the letter of transmittal and summary advertisement(the “Letter of Transmittal”), if anythe forms of which shall be reasonably acceptable to the Company, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”), . The Parent and (ii) mail (or the Purchaser shall cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act applicable U.S. federal securities laws and, (ii) on the date first filed with the SEC and on the date first published, sent or given to the holders of shares of Company StockholdersCommon Stock, will not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure misleading in any material respect, except that none of no covenant is made by the Parent or the Purchaser with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees expressly stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents will, on Documents. The Parent and the date Purchaser shall take all steps necessary to cause the Offer Documents are first sent to be disseminated to holders of shares of Company Common Stock, as and to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact extent required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingby applicable U.S. federal securities laws. Each of Parent and Merger Subthe Parent, on the one hand, Purchaser and the Company, on the other hand, Company shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. respect or as otherwise required by applicable law, and the Parent and Merger Sub the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Schedule TO and the Offer Documents, as so corrected, amended and supplemented to be filed with the SEC and the other Offer Documents, Documents as so corrected, amended and supplemented to be disseminated to the holders of shares of Company StockholdersCommon Stock, in each case as and to the extent required by applicable U.S. federal securities laws. Unless The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the holders of shares of Company Board shall have effected a Company Board Recommendation Change, Common Stock. The Parent and Merger Sub the Purchaser shall provide the Company and its counsel with a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to copy of any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that or telephonic notification of any oral comments the Parent, Merger Sub the Purchaser or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after the receipt thereof, shall consult with the Company and (ii) its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a reasonable opportunity to participate in the formulation copy of any written response to responses thereto and telephonic notification of any such written comments oral responses thereto of the SEC Parent or its staffthe Purchaser or their counsel.

Schedule TO and Offer Documents. (i) As soon as practicable on the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act), Parent and Merger Sub shall (i) prepare and file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the OfferOffer in accordance with Rule 14d-3(a) promulgated under the Exchange Act, which Schedule TO shall contain as an exhibit or incorporate by reference (A) an offer to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made and (B) notice to Company Stockholders informing such Company Stockholders of their rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, with any supplements or amendments thereto, the “Offer Documents”), and (ii) mail (or cause to be mailed) the Offer Documents to be disseminated to all Company Stockholders. Stockholders as and to the extent required by the Exchange Act. (ii) Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure that none of the information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents will, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingAct. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably cooperate in good faith to determine the information regarding the Company that is necessary to include in the Schedule TO and the Offer Documents in order to satisfy applicable Laws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities lawsLaws, the SEC (or its staff) or NASDAQ. Unless the Company Board shall have effected a Company Board Recommendation ChangeChange in accordance with Section 6.2, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counselcounsel (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable). Unless the Company Board shall have effected a Company Board Recommendation ChangeChange in accordance with Section 6.2, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all comments or other communications, whether written comments or oral, that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after following receipt thereof, and (ii) provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staffstaff (including a reasonable opportunity to review and comment on any such response, to which Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel).

Schedule TO and Offer Documents. As soon as practicable on On the date of commencement of the Offer is commenced (within Offer, the meaning of Rule 14d-2 under the Exchange Act), Parent and the Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “"Schedule TO”") with respect to the Offer, which . The Schedule TO shall contain as an exhibit or incorporate by reference an offer to purchase and (the "Offer to Purchase"), a form of the related forms of the letter of transmittal and summary advertisement, if any(the "Letter of Transmittal"), and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “"Offer Documents”"), . The Parent and (ii) mail (or cause to be mailed) the Merger Sub agree that the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.2, the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act applicable U.S. federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company StockholdersCompany's stockholders, will shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure , except that none of no representation or warranty is made by the Parent or the Merger Sub with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees expressly stockholders in writing for inclusion or incorporation by reference in the Offer Documents will, on Documents. The Parent and the date Merger Sub shall take all steps necessary to cause the Offer Documents are first sent to be disseminated to holders of Shares, as and to the Company Stockholders and at extent required by applicable U.S. federal securities laws. The Parent, the expiration date of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub, on the one hand, Sub and the Company, on the other hand, Company each shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. , and the Parent and the Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Schedule TO and the Offer Documents, as so corrected, amended and supplemented to be filed with the SEC and the other Offer Documents, Documents as so corrected, amended and supplemented to be disseminated to the Company Stockholdersholders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. Unless The Company and its counsel shall be given reasonable opportunity to review and comment upon the Company Board shall have effected a Company Board Recommendation Change, Offer Documents and any amendments thereto prior to the filing thereof with the SEC or dissemination to the stockholders of the Company. The Parent and the Merger Sub shall provide the Company and its counsel with a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to copy of any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that or telephonic notification of any oral comments the Parent, the Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after the receipt thereof, shall consult with the Company and (ii) its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a reasonable opportunity to participate in the formulation copy of any written response to responses thereto and telephonic notification of any such written comments oral responses thereto of the SEC Parent or its staffthe Merger Sub or their counsel.

Schedule TO and Offer Documents. As soon as practicable on the date the Offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the “Schedule TO”) with respect to the Offer, which shall contain as an exhibit or incorporate by reference an offer to purchase and the related forms of the letter of transmittal and summary advertisement, if any, and any other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto, the “Offer Documents”), and (ii) mail (or cause to be mailed) the Offer Documents to all Company Stockholders. Subject to the provisions of Section 6.21.2(b), the Schedule TO and the Offer Documents may include a description of the determinations and approvals of the Company Board set forth in Section 3.2(c) and the Company Board Recommendation. The Company shall reasonably promptly furnish to Parent and Merger Sub in writing all information concerning the Company that either is (i) required by applicable securities laws Laws to be included in the Schedule TO or the Offer Documents, or (ii) reasonably requested by Parent and Merger Sub for inclusion in the Schedule TO or the Offer Documents. Parent and Merger Sub shall ensure that the Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, will do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall ensure that none of the information supplied by the Company or its officers, directors, representatives, agents or employees expressly for inclusion in Offer Documents willdoes not, on the date the Offer Documents are first sent to the Company Stockholders and at the expiration date of the OfferExpiration Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably promptly correct or supplement any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the Company Stockholders, in each case as and to the extent required by applicable federal securities lawsLaws. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Unless the Company Board shall have effected a Company Board Recommendation Change, Parent and Merger Sub shall (i) provide to the Company and its counsel any and all written comments that Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after receipt thereof, and (ii) provide the Company and its counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff.