Common use of Schedule TO and Offer Documents Clause in Contracts

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and a form of the related letter of transmittal, the forms of which shall be reasonably acceptable to the Company, and ancillary 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 the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) on the date first filed with the SEC and on each date published, sent or given to the holders of shares of Company Common Stock, 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, except that no covenant is made by the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it for use 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 or as otherwise required by applicable Law, and the Parent and 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 as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Laws. 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 Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the “Offer to Purchase”), a form of the related letter of transmittaltransmittal (the “Letter of Transmittal”), the forms a form of which shall be reasonably acceptable to the Companynotice of guaranteed delivery, and ancillary 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 the Purchaser shall cause agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) and, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common StockCompany’s stockholders, shall 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, except that no covenant representation or warranty is made by the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser and the Company each shall promptly correct any information provided by it for use 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 or as otherwise required by applicable Law, respect; and the Parent and 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 as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockSEC, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be given reasonable and adequate opportunity to review and comment upon the Offer Documents and any amendments thereto prior to sufficiently in advance of the filing thereof with the SEC or dissemination to the holders of shares of Company Common StockCompany’s stockholders. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the “Offer to Purchase”), a form of the related letter of transmittal, transmittal (the forms “Letter of which shall be reasonably acceptable to the CompanyTransmittal”), and ancillary 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 the Purchaser shall cause agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) laws and, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, shall 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, except that no covenant representation or warranty is made by the Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it for use 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 or as otherwise required by applicable Lawlaw, and the Parent and 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 as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. 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 Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser or their counsel.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase (the “Offer to Purchase”) and a form of the related letter of transmittal, the forms of transmittal (which form shall be reasonably acceptable to the Company), and ancillary 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 the Purchaser shall cause the Offer Documents (i) to comply in all material respects with the requirements of applicable U.S. federal securities Laws laws and (ii) on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, 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, except that no covenant is made by the Parent or the Purchaser with respect to information supplied by or on behalf of the Company or any of its stockholders in writing specifically for inclusion in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the Parent, the Purchaser and the Company shall promptly correct 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 or as otherwise required by applicable Lawlaw, and the Parent and 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 as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. 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 Common Stock. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email 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 comments promptly after they are received.

Schedule TO and Offer Documents. On the date of commencement of the Offer, the Parent and the Purchaser Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the “Offer to Purchase”), a form of the related letter of transmittaltransmittal (the “Letter of Transmittal”), the forms a form of which shall be reasonably acceptable to the Companynotice of guaranteed delivery, and ancillary documents and instruments instruments, including a summary advertisement, pursuant to which the Offer will be made (collectively, and together with the Schedule TO and any supplements or amendments thereto, the “Offer Documents”). The Parent and the Purchaser shall cause Merger Sub agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) that, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common Stock, shall 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, except that no covenant representation or warranty is or will be made by the Parent or the Purchaser Merger Sub with respect to information supplied by the Company or any holder of its stockholders shares of Company Common Stock in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the Parent and the Purchaser Merger Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities Laws. Each of the Parent, the Purchaser Merger Sub and the Company each shall promptly correct any information provided by it for use 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 or as otherwise required by applicable Lawrespect, and the Parent and the Purchaser Merger Sub 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 as so amended and or supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockSEC, in each case as and to the extent required by applicable U.S. federal securities Laws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents or reasonably requested by Parent and Merger Sub for inclusion therein. The Company and its counsel shall be given reasonable and adequate opportunity to review and comment upon the Offer Documents and any amendments and supplements thereto prior to sufficiently in advance of the filing thereof with the SEC or dissemination to the holders of shares of Company Common StockCompany’s stockholders. The Parent and the Purchaser Merger Sub shall provide the Company and its the Company’s counsel with a copy of any and all written comments or and telephonic or email notification of any and all oral comments the that Parent, the Purchaser Merger Sub or their counsel may receive from the SEC or the SEC’s staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its the Company’s counsel prior to responding to any such comments, and shall provide the Company and its the Company’s counsel with a copy of any and all written responses thereto and telephonic or email notification of any and all oral responses thereto of the Parent or the Purchaser Merger Sub or their counsel. Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company or the Company’s counsel.

Schedule TO and Offer Documents. On the date of commencement of the ------------------------------- Offer, the Parent and the Purchaser Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “"Schedule TO”") with respect to the Offer. The Schedule TO shall contain an offer to purchase and (the "Offer to Purchase"), a form of the related letter of transmittal, transmittal (the forms "Letter of which shall be reasonably acceptable to the CompanyTransmittal"), and ancillary 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 the Purchaser shall cause Merger Sub agree that the Offer Documents (i) to shall comply in all material respects with the requirements of applicable U.S. federal securities Laws and (ii) laws and, on the date first filed with the SEC and on each the date first published, sent or given to the holders of shares of Company Common StockCompany's stockholders, shall 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, except that no covenant representation or warranty is made by the Parent or the Purchaser Merger Sub with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Subject to the Company’s compliance with Section 1.2(e), the The Parent and the Purchaser Merger Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common StockShares, as and to the extent required by applicable U.S. federal securities Lawslaws. Each of the The Parent, the Purchaser Merger Sub and the Company each shall promptly correct any information provided by it for use 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 or as otherwise required by applicable Lawrespect, and the Parent and the Purchaser Merger Sub 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 as so amended and supplemented to be filed with the SEC and the other Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common StockShares, in each case as and to the extent required by applicable U.S. federal securities Lawslaws. 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 stockholders of shares of Company Common Stockthe Company. The Parent and the Purchaser Merger Sub shall provide the Company and its counsel with a copy of any written comments or telephonic or email notification of any oral comments the Parent, the Purchaser Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic or email notification of any oral responses thereto of the Parent or the Purchaser Merger Sub or their counsel.