Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
Regulation M-A Item 1005
(a)
Transactions
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 10 (
Background of the Offer; Past Contacts or Negotiations with KeyW
)
(b)
Significant Corporate Events
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 8 (
Certain Information Concerning Parent and Merger Sub
)
THE TENDER OFFER—Section 10 (
Background of the Offer; Past Contacts or Negotiations with KeyW
)
THE TENDER OFFER—Section 11 (
The Merger Agreement; Other Agreements
)
THE TENDER OFFER—Section 12 (
Purpose of the Offer; Plans for KeyW
)
Item 6.
Purposes of the Transaction and Plans or Proposals.
Regulation M-A Item 1006
(a)
Purposes
. The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:
THE TENDER OFFER—Section 12 (
Purpose of the Offer; Plans for KeyW
)
(c)(1)–(7)
Plans
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 9 (
Source and Amount of Funds
)
THE TENDER OFFER—Section 10 (
Background of the Offer; Past Contacts or Negotiations with KeyW
)
THE TENDER OFFER—Section 11 (
The Merger Agreement; Other Agreements
)
THE TENDER OFFER—Section 12 (
Purpose of the Offer; Plans for KeyW
)
THE TENDER OFFER—Section 13 (
Certain Effects of the Offer
)
THE TENDER OFFER—Section 14 (
Dividends and Distributions
)
Item 7.
Source and Amount of Funds or Other Consideration.
Regulation M-A Item 1007
(a)
Source of Funds
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 9 (
Source and Amount of Funds
)
(b)
Conditions
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 9 (
Source and Amount of Funds
)
THE TENDER OFFER—Section 11 (
The Merger Agreement; Other Agreements
)
THE TENDER OFFER—Section 15 (
Conditions of the Offer
)