Common use of Accuracy of Proxy Statement Clause in Contracts

Accuracy of Proxy Statement. None of the information included or incorporated by reference in the proxy statement (such proxy statement and any amendments thereof or supplement thereto, the “Proxy Statement”) to be filed with the SEC in connection with this Agreement will, at the date it is first mailed to Seller’s stockholders or at the time of the Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Seller with respect to statements made or incorporated by reference therein based on information supplied by Purchaser expressly for inclusion or incorporation by reference in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Accuracy of Proxy Statement. None of the information included or incorporated by reference in the The proxy statement (such proxy statement and any amendments thereof or supplement thereto, the “Proxy Statement”) to be filed with the SEC distributed in connection with this Agreement will, at the date it is first mailed to Seller’s stockholders or Company Stockholders' Meeting ("Proxy Statement") and which shall be included in the Registration Statement will not at the time of the Stockholders Meeting mailing of the Proxy Statement and any amendment or supplement thereto (unless the same is corrected prior to the Company Stockholders' Meeting), and at the time of any amendment or supplement thereofthe Company Stockholders' Meeting, contain any untrue statement of a 10 16 material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding misleading or necessary to correct any statement in any earlier filing with the foregoing, no representation SEC of such Proxy Statement or warranty is made by Seller any amendment or supplement thereto or any earlier communication to stockholders of the Company with respect to statements made or incorporated the transactions contemplated by reference therein based on information supplied by Purchaser expressly for inclusion or incorporation by reference in the Proxy Statementthis Agreement. The Proxy Statement will comply as to form in all material respects with all Applicable Laws, including the requirements provisions of the Exchange Act. Notwithstanding the foregoing, no representation is made by the Company with respect to information supplied by Parent or Acquisition Sub or their representatives specifically for inclusion in the Proxy Statement.

Accuracy of Proxy Statement. None of the information included or incorporated by reference in the The proxy statement (such proxy statement and any amendments thereof or supplement thereto, the “Proxy Statement”) to be filed with the SEC distributed in connection with this Agreement will, at the date it is first mailed to Seller’s stockholders or Company Stockholders' Meeting ("Proxy Statement") and which shall be included in the Registration Statement will not at the time of the Stockholders Meeting mailing of the Proxy Statement and any amendment or supplement thereto (unless the same is corrected prior to the Company Stockholders' Meeting), and at the time of any amendment or supplement thereofthe Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding misleading or necessary to correct any statement in any earlier filing with the foregoing, no representation SEC of such Proxy Statement or warranty is made by Seller any amendment or supplement thereto or any earlier communication to stockholders of the Company with respect to statements made or incorporated the transactions contemplated by reference therein based on information supplied by Purchaser expressly for inclusion or incorporation by reference in the Proxy Statementthis Agreement. The Proxy Statement will comply as to form in all material respects with all Applicable Laws, including the requirements provisions of the Exchange Act. Notwithstanding the foregoing, no representation is made by the Company with respect to information supplied by Parent or Acquisition Sub or their representatives specifically for inclusion in the Proxy Statement.