Tender Offer Documents. Buyer 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 Tender Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (an “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (such Schedule TO, Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). Each of Buyer and the Company agree to correct as promptly as reasonably practical any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Buyer further agrees to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Buyer Common Stock, in each case as and to the extent required by applicable federal securities laws. Buyer shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of the Buyer Common Stock, and Buyer shall not file any Offer Documents without Company’s prior approval, which approval shall not be unreasonably withheld. Buyer shall provide the Company and its counsel with any comments that Buyer or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Buyer to such comments, and Buyer shall not file any response to such comments without Company’s prior approval, which approval shall not be unreasonably withheld.
Tender Offer Documents. As promptly as reasonably practicable on the date of commencement of the Tender Offer, Parent and Merger Sub shall (a) file a combined Tender Offer Statement under cover of Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Tender Offer, which shall (i) be in a form reasonably satisfactory to the Company (provided the Company completes its review and provides it comments thereto in a timely manner), (ii) comply in all material respects with all applicable federal securities Laws and (iii) contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and form of summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all amendments and supplements thereto, the “Tender Offer Documents”) and (b) cause the Tender Offer Documents to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities Laws. The Tender Offer Documents will contain all information that is required to be included therein in accordance with the Exchange Act, and the rules and regulations thereunder, and under any applicable Laws. The Company shall promptly supply Parent and Merger Sub in writing, for inclusion in the Tender Offer Documents, all information concerning the Company and its Subsidiaries and the Company’s stockholders that may be required under the Exchange Act or reasonably requested in connection with any action contemplated by this Section 1.2 to be included in the Tender Offer Documents. The Company hereby consents to the inclusion in the Tender Offer Documents of the Fairness Opinion and all other material disclosure relating to the Company Financial Advisor (including the fees and other consideration that the Company Financial Advisor will receive upon consummation of the Tender Offer and the Merger). Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Tender Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub further agrees to take all steps necessary to cause the Tender Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities Laws. The Company an...
Tender Offer Documents. (a) None of the Tender Offer Documents will, at the times such Tender Offer Documents are filed with any Securities Authority, are mailed to the shareholders of the Company or at the time of the consummation of the Offer, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not. misleading, except that no representation or warranty is made by Bidder with respect to information supplied in writing by the Principal Shareholders or any Affiliate of the Principal Shareholders expressly for inclusion therein. The Tender Offer Documents will comply as to form in all material respects with the provisions of the Securities Laws.
Tender Offer Documents. Each of the representations and warranties made by any Company Party in the Tender Offer Documents shall be true and correct in all respects as of the date made and shall be true and correct in all respects as of the Closing Date and as of the date of this Agreement.
Tender Offer Documents. The Company agrees to furnish Dealer with as many copies as it may reasonably request of the Tender Offer Documents to be used by the Company in connection with the Tender Offers. The Company agrees that, prior to using the Tender Offer Documents, it will submit copies of such documents to Dealer and will give reasonable consideration to Dealer’s comments, if any, thereon. If any event occurs as a result of which any Tender Offer Documents will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company shall, promptly upon becoming aware of any such event, prepare and furnish copies of such amendments or supplements to correct any such Tender Offer Documents to Dealer, and upon notification pursuant to Section 8, Dealer agrees not to use the Tender Offer Documents, in such case, until the Tender Offer Documents are so supplemented or amended.
Tender Offer Documents. The Offer to Purchase for Cash All Outstanding Shares of Common Stock of The Rival Company at $13.75 Net Per Share, dated December 23, 1998, and the related Letter of Transmittal, Notice of Guaranteed Delivery, and Schedule 14D-9 Solicitation/Recommendation Statement, each in the form delivered to the Agent prior to the Closing Date.
Tender Offer Documents. The Agent shall have received evidence satisfactory to it that the Tender Offer has been consummated in accordance with the terms of the Tender Offer Documents, and that at least 70% of the outstanding shares of Rival have been validly tendered and not withdrawn. Each Bank shall have received final copies of each of the Tender Offer Documents.
Tender Offer Documents. Neither the Schedule TO nor the Offer Documents (as such terms are defined in the Merger Agreement), at the respective times the Schedule TO, the Offer Documents or any amendments or supplements thereto were filed with the Securities and Exchange Commission or were first published, sent or given to stockholders of Bairnco, as the case may be, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Schedule TO complies as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Notwithstanding the foregoing, the Seller make no representation or warranty with respect to any information supplied by or on behalf of Bairnco which is contained in any of the foregoing documents.
Tender Offer Documents. Neither the Tender Offer Documents nor any information supplied by Parent or the Purchaser for inclusion in the Schedule 14D-9 will, at the respective times the Schedule 14D-1 and the Schedule 14D-9 are filed with the SEC and first published, sent or given to ASARCO shareholders, contain a false and misleading statement with respect to any 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. If a Proxy Statement is mailed to ASARCO shareholders, on the date the Proxy Statement is mailed to ASARCO shareholders and on the date of the ASARCO Shareholders Meeting, if there is one, none of the information supplied by Parent and the Purchaser for inclusion in the Proxy Statement will be false or misleading with respect to any material fact or will 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 or necessary to correct any statement in any earlier communication with respect to the ASARCO Shareholders Meeting or the solicitation of proxies to be used at the ASARCO Shareholders Meeting. However, Parent and the Purchaser do not make any representations or warranties with respect to information supplied by ASARCO or any of its affiliates or representatives for inclusion in the Tender Offer Documents, or with respect to the Schedule 14D-9 or the Proxy Statement (except to the extent of information supplied by Parent and the Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement). The Tender Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.
Tender Offer Documents. Lender shall have received certified copies of all Tender Offer Documents (including the Offer to Purchase), which Tender Offer Documents shall be in form and substance acceptable to Lender.
