Common use of Solicitation/Recommendation Statement Clause in Contracts

Solicitation/Recommendation Statement. As soon as reasonably practicable after the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) and shall mail the Schedule 14D-9 to the holders of Company Common Stock. Subject to Section 2.8, the Company agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of applicable 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 in which they were made, not misleading. The Company and Purchaser shall each promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. The Company shall provide Purchaser and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (but in no event less than one (1) business day of receipt of such comments), shall consult with Purchaser and its counsel prior to responding to such comments, and shall immediately provide to Purchaser and its counsel a copy of any written responses thereto and telephonic notice of any oral responses or discussions with the SEC staff and in all events shall give due and reasonable consideration to any comments of the Purchaser and its counsel.

Solicitation/Recommendation Statement. As soon as reasonably practicable after On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) describing the recommendations referred to in Section 2.3(b) (subject to Section 5.6(b) and (c)) and shall mail the Schedule 14D-9 to the holders of Company Common Stock. Subject to Section 2.8, the Company agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of applicable 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 in which they were made, not misleading. The Company and Purchaser shall each promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws. The Company shall provide Purchaser and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments (but in no event less than one (1) business day of receipt of such comments), shall consult with Purchaser and its counsel prior to responding to such comments, and shall immediately provide to Purchaser and its counsel a copy of any written responses thereto and telephonic notice of any oral responses or discussions with the SEC staff and in all events shall give due and reasonable consideration to any comments of the Purchaser and its counselstaff.

Solicitation/Recommendation Statement. As soon as reasonably practicable after On the date the Offer Documents are filed with the SEC, the Company shall file with disseminate to the SEC Minority Holders a Solicitation/Recommendation Statement on containing the information that would be included in a Schedule 14D-9 with respect to the Offer (such Schedule 14D-9Solicitation/Recommendation Statement, as amended or supplemented from time to time, the “Schedule 14D-9Solicitation/Recommendation Statement”), including the Company Board Recommendation (subject to Section 7.02) and a description thereof. The Solicitation/Recommendation Statement shall mail also contain the Schedule 14D-9 notice of appraisal required to the holders of Company Common Stock. Subject to Section 2.8, be delivered by the Company agrees that under Section 262(d) of the Schedule 14D-9 DGCL. The Company shall comply in all material respects with set the requirements record date for the Company’s stockholders to receive such notice of applicable federal securities laws and, on appraisal as the same date first filed with as the SEC Stockholder List Date and on shall disseminate the date first published, sent or given Solicitation/Recommendation Statement including such notice of appraisal to the Company’s stockholders, stockholders to the extent required by Section 262(d) of the DGCL. Parent and Merger Sub shall not contain any untrue statement of a material fact or omit furnish to state any material fact the Company all information concerning Parent and Merger Sub required by the Exchange Act to be stated therein or necessary set forth in order the Solicitation/Recommendation Statement (assuming for such purpose that the Offer is subject to make the statements therein, in light Section 14(d) of the circumstances in which they were madeExchange Act) or as otherwise reasonably requested by the Company so as to enable the Company to comply with its obligations under this Section 2.03(b). Each of the Company, not misleading. The Company Parent and Purchaser Merger Sub shall each promptly correct any information provided by it for use in the Schedule 14D-9 Solicitation/Recommendation Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 Solicitation/Recommendation Statement and to cause the Schedule 14D-9 Solicitation/Recommendation Statement as so amended or supplemented to be filed with the SEC and disseminated to the holders of Company Common StockMinority Holders, in each case as and to the extent required by applicable federal securities Laws. The Except with respect to any amendments filed after an Adverse Recommendation Change (and while such Adverse Recommendation Change remains in effect) or in connection with any disclosures made pursuant to and in compliance with Section 7.02(e), (i) Parent shall be given reasonable opportunity to review and comment upon the Solicitation/Recommendation Statement and any amendments and supplements thereto prior to dissemination of such documents to the stockholders of the Company, and the Company shall give reasonable and good faith consideration to any comments made by Parent, and (ii) the Company shall (A) provide Purchaser and its counsel Parent in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 Solicitation/Recommendation Statement promptly after the receipt of such comments (but in no event less than one (1) business day and shall give Parent prompt telephonic notice of receipt of such commentsany material discussions with the SEC staff), shall consult with Purchaser (B) provide Parent a reasonable opportunity to review and its counsel prior comment upon the responses to responding to any such comments, comments and shall immediately provide to Purchaser and its counsel a copy of any proposed written responses thereto prior to the filing thereof, and telephonic notice of any oral responses or discussions with the SEC staff (C) give reasonable and in all events shall give due and reasonable good faith consideration to any comments of the Purchaser and its counselmade by Parent on any such responses.