Common use of Purpose of the Offer Clause in Contracts

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as the first step in the acquisition of Smart & Final, is intended to facilitate the acquisition of all outstanding Shares. The Merger Agreement provides, among other things, that the Offeror will be merged into Smart & Final and that upon consummation of the Merger, the surviving corporation will become a wholly owned subsidiary of Parent. If the Offer is consummated, we do not anticipate seeking the approval of Smart & Final's remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger for the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Parent, through Purchaser, to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as would be the first step in the Parent’s acquisition of Smart & Finalthe entire equity interest in, Pandion. The Offer is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Pandion Board has unanimously: (i) determined that the Merger Agreement providesand the transactions contemplated thereby, among other thingsincluding the Offer and the Merger, are fair to, and in the best interest of, Pandion and its stockholders; (ii) declared that it is advisable for Pandion to enter into the Offeror will be merged into Smart & Final Merger Agreement; (iii) approved the execution, delivery and that upon performance by Pandion of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (iv) agreed that the Merger will be effected under Section 251(h) of the DGCL; (v) recommended that Pandion’s stockholders accept the Offer and tender their Shares pursuant to the Offer; and (vi) declared that the Chief Executive Officer, the surviving corporation will become a wholly owned subsidiary President and Chief Scientific Officer, and the Chief Operating Officer of ParentPandion are each authorized to execute and deliver the Merger Agreement in the form presented to the Pandion Board. If the Offer is consummated, we do not anticipate seeking the approval of Smart & Final's ▇▇▇▇▇▇▇’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following the consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target such corporation that would otherwise be required to approve a merger for the target such corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target such corporation. Accordingly, if we consummate the Offer, we intend are required pursuant to effect the closing of Merger Agreement to complete the Merger without a vote of the Pandion’s stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent ▇▇▇▇▇, through Purchaser, to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as would be the first step in the Lilly’s acquisition of Smart & Finalthe entire equity interest in, DICE. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The DICE Board unanimously (i) determined that the Offer, the Merger and the other Transactions are fair to, and in the best interests of DICE and its stockholders, (ii) approved and declared advisable the Merger and the execution, delivery and performance by DICE of the Merger Agreement provides, among other things, that and the Offeror will be merged into Smart & Final and that upon consummation of the MergerTransactions, (iii) resolved that the surviving corporation Merger Agreement and the Merger will become a wholly owned subsidiary be governed by and effected under Section 251(h) of Parentthe DGCL and (iv) resolved to recommend that DICE’s stockholders accept the Offer and tender their Shares pursuant to the Offer. If the Offer is consummated, we do will not anticipate seeking seek the approval of Smart & Final's DICE’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target constituent corporation that would otherwise be required to approve a merger for the target constituent corporation, and the other stockholders receive the same consideration for their stock Table of Contents in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target constituent corporation. Accordingly, if we consummate the Offer, we intend are required pursuant to effect the closing of Merger Agreement to complete the Merger without a vote of the DICE stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Wonder, through Purchaser, to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as would be the first step in the Wonder’s acquisition of Smart & Finalthe entire equity interest in, Blue Apron. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Blue Apron Board unanimously (i) determined and declared the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement provides(collectively, among other thingsthe “Transactions”), are advisable, and in the best interests of, Blue Apron and its stockholders, (ii) resolved that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Offeror will be merged into Smart & Final and that upon Merger Agreement, providing for the consummation of the MergerTransactions, (iii) resolved that the surviving corporation Merger Agreement and the Merger will become a wholly owned subsidiary be effected as soon as practicable following the consummation of Parentthe Offer and will be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and (iv) recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. If the Offer is consummated, we do will not anticipate seeking seek the approval of Smart & Final's Blue Apron’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target constituent corporation that would otherwise be required to approve a merger for the target constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target constituent corporation. Accordingly, if we consummate the Offer, we intend are required pursuant to effect the closing of Merger Agreement to complete the Merger without a vote of the Blue Apron stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."TABLE OF CONTENTS​

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Parent, through Merger Sub, to acquire control of, and all of the outstanding entire equity interests interest in, Smart & Finalthe Company. The Offer, as the first step in the acquisition of Smart & Finalthe Company, is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Merger Sub is required to complete the Merger as soon as practicable following (but in any event no later than one business day after) the Acceptance Time and the satisfaction (or waiver, if permitted by applicable Law) of the closing conditions to complete the Merger as soon as practicable following (and in any event no later than the Termination Date (as it may be extended)). The Company Board has unanimously: (a) determined that the Merger Agreement providesand the Transactions are fair to, among other thingsand in the best interests of, that the Offeror will be merged Company and its stockholders, (b) declared it advisable for the Company to enter into Smart & Final the Merger Agreement and that upon consummate the Transactions, (c) authorized and approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the MergerTransactions upon the terms and subject to the conditions contained in the Merger Agreement, (d) resolved that the surviving corporation will become Merger shall be governed and effected under Section 251(h) of the DGCL and be effected without a wholly owned subsidiary vote of Parentthe Company’s stockholders and (e) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the holders of the Shares accept the Offer and tender their Shares to Merger Sub pursuant to the Offer. If the Offer is consummated, we do are not anticipate seeking required to and will not seek the approval of Smart & Final's the Company’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following the consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target such corporation that would otherwise be required to approve a merger for the target such corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action a vote of the other stockholders of the target such corporation. Accordingly, if we consummate the Offer, we intend are required pursuant to effect the closing of Merger Agreement to complete the Merger without a vote of the Company stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Purchaser to acquire control of, and all of the outstanding entire equity interests interest in, Smart & FinalRC2. The Offer, as the first step in the acquisition of Smart & FinalRC2, is intended to facilitate the acquisition of all outstanding Shares. The Merger Agreement provides, among other things, that the Offeror will be merged into Smart & Final and that upon consummation purpose of the Merger, Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the surviving corporation will become a wholly owned subsidiary of ParentOffer. If the Offer is consummatedsuccessful, we do not anticipate seeking subject to the approval of Smart & Final's remaining public stockholders before effecting the Merger. Section 251(h) satisfaction or waiver of the DGCL provides that following consummation conditions to the obligations of a successful tender offer for a public corporation, Parent and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger for the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target corporation. Accordingly, if we consummate the Offer, we intend Purchaser to effect the closing of Merger contained in the Merger without a vote of Agreement, Purchaser intends to consummate the stockholders of Smart & Final in accordance with Section 251(h) of the DGCLMerger as promptly as practicable. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final RC2 or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growthRC2. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or RC2. Short-Form Merger. The DGCL provides that if a parent company owns at least 90% of each class of stock of a subsidiary, the surviving corporationparent company can effect a short-form merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if, as applicable. Under the DGCL, holders a result of Shares do not have appraisal rights in connection with the Offer. In connection with , the MergerTop-Up Option or otherwise, howeverPurchaser directly or indirectly owns at least 90% of the Shares, stockholders Parent and Purchaser could, and (subject to the satisfaction or waiver of Smart & Final who comply with the applicable statutory procedures conditions to their obligations to effect the Merger contained in the Merger Agreement) are obligated under the Merger Agreement to, effect the Merger without prior notice to, or any action by, any other stockholder of RC2 if permitted to do so under the DGCL will be entitled to receive a judicial determination (the “Short-Form Merger”). Even if Parent and Purchaser do not own at least 90% of the fair value outstanding Shares following consummation of their the Offer, Parent and Purchaser could seek to purchase additional Shares in the open market, from RC2 or otherwise in order to reach the 90% threshold and effect a Short-Form Merger. The consideration per Share paid for any Shares so acquired, other than Shares acquired pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment Top-Up Option, may be greater or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than that paid in the Offer Price. Section 16—"Appraisal RightsOffer."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Oracle and Parent, through Purchaser, to acquire control of, and all of the outstanding entire equity interests interest in, Smart & Finalthe Company. The Offer, as the first step in the acquisition of Smart & Final, Offer is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as promptly as practicable thereafter. The Company Board (upon the unanimous recommendation of the Special Committee of the Company Board) has unanimously: (i) determined that the Merger Agreement providesand the transactions contemplated thereby, among other things, that including the Offeror will be merged into Smart & Final Offer and that upon consummation of the Merger, are fair to and in the surviving corporation will become a wholly owned subsidiary best interests of Parentthe Company’s stockholders; (ii) approved and adopted the Merger Agreement, declared the advisability of the Merger Agreement and approved the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the DGCL; (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (iv) elected that the Merger Agreement and the transactions contemplated thereby be expressly governed by Section 251(h) of the DGCL. If the Offer is consummated, we do not anticipate seeking the approval of Smart & Final's the Company’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target constituent corporation that would otherwise be required to approve a merger for the target constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target constituent corporation. Accordingly, if we consummate the Offer, we intend are required to effect the closing of complete the Merger without a vote of the Company’s stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Parent, through the Purchaser, to acquire control of, and all of the outstanding entire equity interests interest in, Smart & FinalO’Charley’s. The Offer, as the first step in the acquisition of Smart & FinalO’Charley’s, is intended to facilitate the acquisition of all outstanding Shares. The Merger Agreement provides, among other things, that the Offeror will be merged into Smart & Final and that upon consummation purpose of the Merger, Merger is to acquire all of the surviving corporation will become a wholly owned subsidiary of Parentoutstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummatedsuccessful, we do not anticipate seeking the approval of Smart & Final's remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject Purchaser intends to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger for the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders of Smart & Final in accordance with Section 251(h) of the DGCLas promptly as practicable. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final O’Charley’s or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growthO’Charley’s. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final O’Charley’s. Short-form Merger. The TBCA provides that if a parent company owns at least 90% of each class of outstanding voting shares of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the other shareholders of that subsidiary. Accordingly, if as a result of the Offer, the Top-Up Option or the surviving corporationsubsequent offering period, if any, the Purchaser directly or indirectly owns at least 90% of the Shares, Parent and the Purchaser expect to effect the Merger as applicablea “short-form merger” pursuant to Section ▇▇-▇▇-▇▇▇ of the TBCA, no earlier than one month after the date that a copy of the plan of merger was mailed to all shareholders of O’Charley’s. Under those circumstances, neither the DGCL, holders approval of any holder of Shares do not have appraisal other than the Purchaser, or of the Company’s Board of Directors, would be required. Furthermore, no dissenters’ rights would be available under Section ▇▇-▇▇-▇▇▇ of the TBCA in connection with a short-form merger, unless the Shares are no longer listed on Nasdaq on the date of the consummation of the short-form merger. See Section 17 – “Dissenters’ Rights.” Even if Parent and the Purchaser do not own 90% of the outstanding Shares following consummation of the Offer, Parent and the Purchaser could seek to purchase additional Shares in the open market, from O’Charley’s or otherwise in order to reach the 90% threshold and effect a short-form merger. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL The price per Share that may be paid for any Shares so acquired will be entitled at least equal to receive a judicial determination of that paid in the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal RightsOffer."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent ▇▇▇▇▇, through Purchaser, to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as would be the first step in the Lilly’s acquisition of Smart & Finalthe entire equity interest in, ARMO. The Offer is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The ARMO Board has unanimously: (i) determined that the Transactions are fair to and in the best interests of ARMO and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by ARMO of the Merger Agreement providesand the consummation by ARMO of the Transactions, among other things(iii) declared the Merger Agreement and the Transactions advisable, (iv) recommended that ARMO’s stockholders tender their Shares in the Offer and (v) resolved that the Offeror will Merger shall be merged into Smart & Final governed by and that upon consummation effected under Section 251(h) of the Merger, the surviving corporation will become a wholly owned subsidiary of ParentDGCL. If the Offer is consummated, we do not anticipate seeking the approval of Smart & Final's ARMO’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target constituent corporation that would otherwise be required to approve a merger for the target constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target constituent corporation. Accordingly, if we consummate the Offer, we intend are required pursuant to effect the closing of Merger Agreement to complete the Merger without a vote of the ARMO’s stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Lilly, through Purchaser, to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as would be the first step in the Lilly’s acquisition of Smart & Finalthe entire equity interest in, POINT. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The POINT Board unanimously (i) determined that the Merger Agreement providesand the Transactions, among other thingsincluding the Offer and the Merger, that are fair to, and in the Offeror will be merged best interests of POINT and its stockholders, (ii) declared it advisable for POINT to enter into Smart & Final the Merger Agreement, (iii) approved the execution, delivery and that upon performance by POINT of the Merger Agreement and the consummation of the MergerTransactions, (iv) agreed that the surviving corporation Merger Agreement and the Merger will become a wholly owned subsidiary be governed by and effected under Section 251(h) of Parentthe DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (v) agreed to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer. If the Offer is consummated, we do will not anticipate seeking seek the approval of Smart & Final's POINT’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target constituent corporation that would otherwise be required to approve a merger for the target constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target constituent corporation. Accordingly, if we consummate the Offer, we intend are required pursuant to effect the closing of Merger Agreement to complete the Merger without a vote of the POINT stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Oracle and Parent, through Purchaser, to acquire control of, and all of the outstanding entire equity interests interest in, Smart & Finalthe Company. The Offer, as the first step in the acquisition of Smart & Final, Offer is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as promptly as practicable thereafter. The Company Board has unanimously: (i) determined that the Merger Agreement providesand the transactions contemplated thereby, among other things, that including the Offeror will be merged into Smart & Final Offer and that upon consummation of the Merger, are fair to and in the surviving corporation will become a wholly owned subsidiary best interests of Parentthe Company’s stockholders; (ii) approved and adopted the Merger Agreement, declared the advisability of the Merger Agreement and approved the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the DGCL; (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer; and (iv) elected that the Merger Agreement and the transactions contemplated thereby be expressly governed by Section 251(h) of the DGCL. If the Offer is consummated, we do not anticipate seeking the approval of Smart & Final's the Company’s remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target constituent corporation that would otherwise be required to approve a merger for the target constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target constituent corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of complete the Merger without a vote of the Company’s stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than the Offer Price. Section 16—"Appraisal Rights."

Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent Parent, through Purchaser, to acquire control of, and all of the outstanding entire equity interests interest in, Smart & FinalTerremark. The Offer, as the first step in the acquisition of Smart & FinalTerremark, is intended to facilitate the acquisition of all outstanding Shares. The Merger Agreement provides, among other things, that the Offeror will be merged into Smart & Final and that upon consummation purpose of the Merger, Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the surviving corporation will become a wholly owned subsidiary of ParentOffer. If the Offer is consummatedcompleted, we do not anticipate seeking the approval of Smart & Final's remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject Purchaser intends to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger for the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders of Smart & Final in accordance with Section 251(h) of the DGCLas promptly as practicable. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final Terremark or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have Terremark or any right to participate in its earnings and or future Table of Contents growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or Terremark. Short-form Merger. The DGCL provides that if a parent company owns at least 90% of each class of stock of a subsidiary, the surviving corporationparent company can effect a short-form merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if, as applicable. Under the DGCL, holders a result of Shares do not have appraisal rights in connection with the Offer. In connection with , the MergerTop-Up Option or otherwise, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment Purchaser directly or expectation of the Merger) and to receive payment of such fair value in cash. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the Offer Price and the market value indirectly owns at least 90% of the Shares, and all conditions to Parent’s obligations to complete the Merger are satisfied, Parent and Purchaser will effect the Merger without prior notice to, or any action by, any other stockholder of Terremark. Even if Parent and Purchaser do not own 90% of the outstanding Shares following consummation of the Offer, Parent and Purchaser could seek to purchase additional Shares in the open market, from Terremark or otherwise in order to reach the 90% threshold and effect a short-form merger. The value consideration per Share paid for any Shares so determined could acquired, other than Shares acquired pursuant to the Top-Up Option, may be higher greater or lower than, or the same as, the Offer Price or the Merger Consideration. Moreover, the Offeror could argue in an appraisal proceeding that the fair value of such Shares is less than that paid in the Offer Price. Section 16—"Appraisal RightsOffer."