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December 6, 2016 | Jane Ross |
| +1 (650) 802-3250 |
| jane.ross@weil.com |
Ms. Jennifer López
Attorney-Adviser
Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | TubeMogul, Inc. |
| Schedule TO-T/A filed November 29, 2016 by Tiger Acquisition Corp. and |
| Adobe Systems Incorporated |
| SEC File No. 005-88262 |
Dear Mr. Duchovny:
This letter is sent on behalf of Adobe Systems Incorporated (“Adobe”) and Tiger Acquisition Corp. (“Purchaser”) in response to the comments of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated December 5, 2016 (the “Comment Letter”) regarding the above-referenced filing. For ease of reference, we have set forth below, in bold, the text of the Staff’s comment prior to each of Adobe’s and Purchaser’s responses in the same order as presented in the Comment Letter. Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO-T filed by Purchaser and Adobe with the Commission on November 18, 2016.
General
1. We note your response to prior comment 2. Please confirm that you will honor any exercise of withdrawal rights by the parties to the Tender and Support Agreements and will, as necessary enforce your contractual rights by means other than denying the rights of security holders to withdraw tendered shares.
Response: The Staff’s comment is noted. Adobe and Purchaser confirm to the Staff that Adobe and Purchaser will honor any exercise of withdrawal rights by the parties to the Tender and Support Agreements and will, as necessary, enforce Adobe’s and/or Purchaser’s contractual rights by means other than denying the rights of security holders to withdraw tendered shares.
