Common use of Schedule 14D-9 Clause in Contracts

Schedule 14D-9. On the date of the initial filing of the Schedule TO, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”), which shall describe and make the Recommendation of the Company Board with respect to the Offer (subject to there not having been an Adverse Recommendation Change), and promptly thereafter the Company shall disseminate the Schedule 14D-9 to all holders of Company Common Stock as and to the extent required by applicable U.S. federal securities Laws. The Company shall also include in the Schedule 14D-9 the Fairness Opinion and the notice and other information required by Section 262(d)(2) of the DGCL. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable Laws. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by applicable U.S. federal securities Laws or reasonably requested by the Company for inclusion in the Schedule 14D-9. Each of Parent, Merger Sub and the Company shall 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 inaccurate, false or misleading in any material respect. The Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to all holders of Company Common Stock, in each case as soon as reasonably practicable and as and to the extent required by applicable U.S. federal securities Laws. Except to the extent related to a Takeover Proposal or an Adverse Recommendation Change occurring after the date hereof, (i) prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, the Company shall provide Parent and Merger Sub a reasonable opportunity to review and to propose comments on such documents (and shall in good faith give reasonable consideration to any comments provided by Parent or its Representatives), (ii) the Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Merger Sub with copies of all written correspondence, and telephonic notification of any material oral communications, between the Company and its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect thereto, and (iii) the Company shall reasonably consult with and provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff, including giving reasonable consideration in good faith to any comments provided by Parent or its Representatives on such response. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9.

Schedule 14D-9. On the date of the initial filing of Offer Documents are filed with the Schedule TOSEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “‘‘Schedule 14D-9”), which shall describe and make the Recommendation of the Company Board with respect to the Offer (subject to there not having been an Adverse Recommendation Change)Offer, and promptly thereafter the Company shall disseminate mail the Schedule 14D-9 to all the holders of the Company Common Stock as and to the extent required by applicable U.S. federal securities LawsStock. The Company shall also include in the Schedule 14D-9 the Fairness Opinion and the notice and other information required by Section 262(d)(2) of the DGCL. The Company shall cause the Schedule 14D-9 to comply as to form in all material respects with the requirements of applicable LawsOpinions. Parent and Merger Sub shall promptly furnish to the Company in writing all information concerning Parent and Merger Sub that may be required by applicable U.S. federal securities Laws or reasonably requested by the Company laws for inclusion in the Schedule 14D-9. Each of Parent, Merger Sub and the Company shall 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 inaccurate, false or misleading in any material respect. The Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and the Schedule 14D-9, as so corrected, to be disseminated to all the holders of Company Common Stock, in each case as soon as reasonably practicable and as and to the extent required by applicable U.S. federal securities Laws. Except to the extent related to a Takeover Proposal or an Adverse Recommendation Change occurring after the date hereof, (i) prior to the filing of the Schedule 14D-9 (including any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, the Company shall provide Parent and Merger Sub a reasonable opportunity to review and to propose comments on such documents (and shall in good faith give reasonable consideration to any comments provided by Parent or its Representatives), (ii) the The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or its the staff of the SEC or any request from the SEC or its the staff of the SEC for amendments or supplements to the Schedule 14D-9, and shall provide Parent and Merger Sub with copies of all written correspondence, and telephonic notification of any material oral communications, correspondence between the Company and its Representatives, on the one hand, and the SEC or its staffthe staff of the SEC, on the other hand, . The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect theretoto the Schedule 14D-9, and (iii) the Company shall reasonably consult with and provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Schedule 14D-9 (or any amendment or supplement thereto) or the dissemination thereof to the holders of Company Common Stock, including giving reasonable consideration in good faith to any comments provided by Parent or its Representatives on such response. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable responding to any comments of the SEC or its the staff of the SEC with respect thereto, the Company shall provide Parent and Sub a reasonable opportunity to the Schedule 14D-9review and to propose comments on such document or response.