definiens: promptly ( within the meaning of Rule 14d-11 under the Exchange Act ) after any Shares are validly tenderedduring such ( e ) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC in accordance withRule 14d-3 and Regulation M - A under the Exchange Act a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain the Offer to Purchase and a related letter of transmittal and summary advertisement ( such Schedule TO andthe documents included therein pursuant to which the Offer will be made, together with any supplements or amendmentsthereto and including the exhibits thereto, the ), and cause the Offer Documents to be disseminated to theStockholders as and to the extent required by United States federal securities Laws and the rules and regulations of the SECpromulgated thereunder ( the ) . Parent and Merger Sub shall cause the Offer Documents to complyin all material respects with the Federal Securities Laws . Parent and Merger Sub shall deliver copies of the proposed forms ofthe Offer Documents ( including any amendments or supplements thereto ) to the Company within a reasonable time prior tothe dissemination or filing thereof for review and comment by the Company and its counsel, and shall consider in good faithany comments of the Company . Each of Parent, Merger Sub and the Company shall respond promptly to any comments of theSEC or its staff with respect to the Offer or the Offer Documents and promptly correct any information provided by it for usein the Offer Documents if and to the extent that such information shall have become false or misleading in any materialrespect or as otherwise required by the Federal Securities Laws . Parent and Merger Sub shall amend or supplement the OfferDocuments and cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and to be disseminatedto the holders of Shares, in each case as and to the extent required by the Federal Securities Laws and subject to the terms andconditions of this Agreement . Parent and Merger Sub shall provide the Company and its counsel with copies of any writtencomments, and shall inform them of any oral comments, that Parent, Merger Sub or their counsel receive from the SEC or itsstaff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company areasonable opportunity under the circumstances to review and comment on any proposed written or oral responses to suchcomments . The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendationas it may be amended or modified, and until but not after it is withdrawn, in each case as permitted by this Agreement