Common use of Tender Offer Documents Clause in Contracts

Tender Offer Documents. AQU will 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 which will contain the materials set forth in this Section 7.8(c). The Schedule TO will contain or will 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 AQU, KBS, the Company and the Principal Stockholders agree to correct promptly any information provided by it for use in the Offer Documents that will have become false or misleading in any material respect, and AQU 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 AQU Common Stock, in each case as and to the extent required by applicable federal securities laws. AQU will give KBS, the Company, the Principal Stockholders and their 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 AQU Common Stock. AQU will provide KBS, the Company, the Principal Stockholders and their counsel with any comments that AQU 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 will provide KBS, the Company and their counsel with a reasonable opportunity to participate in the response of AQU to such comments.

Tender Offer Documents. AQU will Parent 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 Offers which will shall contain the materials set forth in this Section 7.8(c5.6(e). The Each Schedule TO will shall contain or will 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 TOTOs, Offer Offers to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). Each of AQU, KBSParent, the Company and the Principal Stockholders Members agree to correct promptly any information provided by it for use in the Offer Documents that will shall have become false or misleading in any material respect, and AQU Parent further agrees to take all steps necessary to cause the Schedule TOTOs, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of AQU Common Stock, in each case as and to the extent required by applicable federal securities laws. AQU will No filing of, or amendment or supplement to, the Offer Documents shall be made by Parent without the prior consent (which shall not be unreasonably withheld, delayed or conditioned) of the Company and the Members. Parent shall give KBS, the Company, the Principal Stockholders Members and their 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 AQU the Common Stock, Sponsor Warrants and/ or Stockholder Warrants and shall not file any such Offer Documents without the Members and the Company approving the pro forma working capital figure in the Offer Documents. AQU will Parent shall provide KBS, the Company, the Principal Stockholders Members and their its counsel with any comments that AQU Parent 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 will shall provide KBS, the Company and their its counsel with a reasonable opportunity to participate in the response of AQU Parent to such comments.

Tender Offer Documents. AQU will As promptly as reasonably practicable on the date of commencement of the Tender Offer, Parent and Merger Sub shall (a) file with the SEC a combined Tender Offer Statement on under cover of Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Tender Offer Offer, which will contain shall (i) be in a form reasonably satisfactory to the materials set forth Company (provided the Company completes its review and provides it comments thereto in this Section 7.8(ca timely manner). The Schedule TO will , (ii) comply in all material respects with all applicable federal securities Laws and (iii) contain or will shall incorporate by reference an offer to purchase (an the “Offer to Purchase”) and forms of the related letter of transmittal and any related form of summary advertisement (such the Schedule TO, the Offer to Purchase and such other documents, together with all amendments and supplements and amendments thereto, being referred to herein collectively as the “Tender Offer Documents”). Each of AQU, KBS, ) and (b) cause the Company and the Principal Stockholders agree to correct promptly any information provided by it for use in the Tender Offer Documents that will have become false or misleading in any material respect, and AQU 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 AQU Common Stockthe Company’s stockholders, in each case as and to the extent required by applicable federal securities lawsLaws. AQU The Tender Offer Documents will give KBScontain 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 Principal Stockholders Company agrees promptly to correct any information provided by it for use in the Tender Offer Documents if and their 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 and its counsel shall be given a reasonable opportunity to review and comment on the Tender Offer Documents and any amendments thereto prior to such documents being filed the filing thereof with the SEC and Parent shall give due consideration to all reasonable additions, deletions or disseminated changes suggested thereto by the Company and its counsel. In addition, Parent agrees to holders of AQU Common Stock. AQU will provide KBS, the Company, the Principal Stockholders Company and their its counsel with any written comments that AQU or its counsel Parent may receive from the SEC or its staff with respect to the Tender Offer Documents promptly after the receipt of such comments, and any written responses thereto, and to promptly inform them of any oral comments and will provide KBS, the or other communications. The Company and their its counsel with shall be given a reasonable opportunity to review and comment upon any written responses and to participate in any oral responses and Parent shall give due consideration to all reasonable additions, deletions or changes, as applicable, suggested thereto by the response of AQU to such commentsCompany and its counsel.

Tender Offer Documents. AQU will 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 Tender Offer which will shall contain the materials set forth in this Section 7.8(c7.5(c). The Schedule TO will shall contain or will 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 AQU, KBS, Purchaser and the Company and the Principal Stockholders agree to correct promptly any information provided by it for use in the Offer Documents that will shall have become false or misleading in any material respect, and AQU Purchaser 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 AQU Purchaser Common Stock, in each case as and to the extent required by applicable federal securities laws. AQU will Purchaser shall give KBS, the Company, the Principal Stockholders Company and their 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 AQU the Purchaser Common Stock. AQU will Purchaser shall provide KBS, the Company, the Principal Stockholders Company and their its counsel with any comments that AQU Purchaser 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 will shall provide KBS, the Company and their its counsel with a reasonable opportunity to participate in the response of AQU Purchaser to such comments.

Tender Offer Documents. AQU will 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 which will shall contain the materials set forth in this Section 7.8(c5.10(c). The Schedule TO will shall contain or will 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 AQU, KBSBuyer, the Company and the Principal Stockholders agree to correct promptly any information provided by it for use in the Offer Documents that will shall have become false or misleading in any material respect, and AQU 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 AQU Buyer Common Stock, in each case as and to the extent required by applicable federal securities laws. AQU will Buyer shall give KBS, the Company, the Principal Stockholders and their 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 AQU the Buyer Common Stock. AQU will Buyer shall provide KBS, the Company, the Principal Stockholders and their its counsel with any comments that AQU 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 will shall provide KBS, the Company and their its counsel with a reasonable opportunity to participate in the response of AQU Buyer to such comments.

Tender Offer Documents. AQU will Purchaser shall file with the SEC Commission a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Tender Offer which will contain the materials set forth in this Section 7.8(c)Offer. The Each Schedule TO will shall contain or will 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 TOTOs, Offer Offers to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). Each of AQU, KBS, the Company and the Principal Stockholders agree to Purchaser shall correct promptly any information provided by it for use contained in the Offer Documents that will shall have become false or misleading in any material respect, and AQU Purchaser further agrees to take all steps necessary to cause the Schedule TOTOs, as so corrected, to be filed with the SECCommission, and the other Offer Documents, as so corrected, to be disseminated to holders of AQU Common Stockordinary shares, in each case as and to the extent required by applicable federal securities laws. AQU will give KBSNo filing of, or amendment or supplement to, the CompanyOffer Documents shall be made by Purchaser without the prior consent (which shall not be unreasonably withheld, the Principal Stockholders delayed or conditioned) of Sellers’ Representative. Purchaser shall give Sellers’ Representative and their its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC Commission or disseminated to holders of AQU Common Stockordinary shares. AQU will Purchaser shall provide KBS, the Company, the Principal Stockholders Sellers’ Representative and their its counsel with any comments that AQU Purchaser or its counsel may receive from the SEC Commission or its staff with respect to the Offer Documents promptly after the receipt of such comments and will shall provide KBS, the Company Sellers’ Representative and their its counsel with a reasonable opportunity to participate in the response of AQU Purchaser to such comments.

Tender Offer Documents. AQU will 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 which will contain the materials set forth in this Section 7.8(c)Offer. The Schedule TO will shall contain or will 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 AQU, KBS, Buyer and the Company and the Principal Stockholders agree to correct as promptly as reasonably practical any information provided by it for use in the Offer Documents that will shall have become false or misleading in any material respect, and AQU 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 AQU Buyer Common Stock, in each case as and to the extent required by applicable federal securities laws. AQU will Buyer shall give KBS, the Company, the Principal Stockholders Company and their 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 AQU the Buyer Common Stock, and Buyer shall not file any Offer Documents without Company’s prior approval, which approval shall not be unreasonably withheld. AQU will Buyer shall provide KBS, the Company, the Principal Stockholders Company and their its counsel with any comments that AQU 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 will shall provide KBS, the Company and their its counsel with a reasonable opportunity to participate in the response of AQU 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.