Common use of Company Disclosure Documents Clause in Contracts

Company Disclosure Documents. Each document required to ---------------------------- be filed by the Company with the SEC in 50 connection with the transactions contemplated hereby (the "Company Disclosure Documents"), including, but not limited to, the Schedule 14D-9, the Proxy Statement or the Information Statement, and any supplements or amendments thereto will, when filed (a) comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder and (b) contain no untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation and warranty is made by the Company pursuant to this Section 4.20 with respect to information furnished in writing by Parent or Purchaser for inclusion in the Company Disclosure Documents, and the Company will advise Parent and Purchaser in writing if prior to the Effective Time it shall obtain knowledge of any facts with respect to itself, any of the Subsidiaries or any of the Selling Stockholders that would make it necessary to supplement or amend the Company Disclosure Documents in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or to comply with applicable laws, rules and regulations, and will promptly amend or supplement the Company Disclosure Documents as required and distribute the same to its stockholders. In 51 the event Parent or Purchaser shall advise the Company as to its obtaining knowledge of any facts that would make it necessary to supplement or amend the Company Disclosure Documents as provided in Section 5.5, the Company shall promptly amend or supplement the Company Disclosure Documents as required and distribute the same to its stockholders.

Company Disclosure Documents. The Company agrees that: (a) Each document required to ---------------------------- be filed by the Company with the SEC or required to be distributed or otherwise disseminated by the Company to the Company's stockholders in 50 connection with the transactions contemplated hereby by this Agreement (the "Company Disclosure DocumentsCOMPANY DISCLOSURE DOCUMENTS"), including, but not limited to, including the Schedule 14D-9, the Proxy Statement or the Information Statement, and any amendments or supplements or amendments thereto willthereto, when filed (a) filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and 1934 Act. (b) No Company Disclosure Document, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will contain no any untrue statement of any 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 the light of the circumstances under which they are were made, not misleading, except ; PROVIDED that no representation and warranty is made by the Company pursuant to this Section 4.20 with respect 2.03(b) will not apply to information furnished in writing by Parent statements or Purchaser for inclusion omissions included in the Company Disclosure Documents, and Documents based upon information furnished to the Company will advise Parent and Purchaser in writing if prior to the Effective Time it shall obtain knowledge of any facts by BMS specifically for use therein. (c) The information with respect to itself, any of the Subsidiaries Company or any of its Subsidiaries that the Selling Stockholders that would make it necessary Company furnishes to BMS in writing specifically for use in the Offer Documents, at the time of the filing thereof or any supplement or amend amendment thereto, at the Company Disclosure Documents time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will not 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 the light of the circumstances under which they are were made, not misleading or to comply with applicable laws, rules and regulations, and will promptly amend or supplement the Company Disclosure Documents as required and distribute the same to its stockholders. In 51 the event Parent or Purchaser shall advise the Company as to its obtaining knowledge of any facts that would make it necessary to supplement or amend the Company Disclosure Documents as provided in Section 5.5, the Company shall promptly amend or supplement the Company Disclosure Documents as required and distribute the same to its stockholdersmisleading.

Company Disclosure Documents. Each document required The Proxy Statement and the ---------------------------- Schedule 14D-9 referred to ---------------------------- be filed by the Company with the SEC in 50 connection with the transactions contemplated hereby Section 1.2(b) (collectively, the "Company Disclosure Documents"), includingwhen filed, but not limited to, the Schedule 14D-9, the Proxy Statement or the Information Statement, and any supplements or amendments thereto will, when filed (a) will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder and will not, (bi) with regard to the Proxy Statement or any amendment or supplement thereto, at the time it is first mailed to stockholders of the Company and as at the date of the Special Meeting (as the same may be amended or supplemented prior to the date it is first mailed to stockholders of the Company or at the Special Meeting, as applicable), and (ii) with regard to the Schedule 14D-9, at the time of filing thereof or at the time of the consummation of the Offer and the Effective Time (as the same may be amended or supplemented prior to the consummation of the Offer or the Effective Time, as applicable), contain no any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation and warranty is made by the Company pursuant to this Section 4.20 with respect to information furnished in writing by Parent or Purchaser for inclusion in the Company Disclosure Documents, and the Company will advise Parent and Purchaser in writing if prior to the Effective Time it shall obtain knowledge of any facts with respect to itself, any of the Subsidiaries or any of the Selling Stockholders that would make it necessary to supplement or amend the Company Disclosure Documents in order to make the statements made therein, in the light of the circumstances under in which they are were made, not misleading misleading; provided, however, that the foregoing covenant shall not apply to information with respect to Parent, Parent Subsidiaries or Merger Sub furnished to comply with applicable laws, rules and regulations, and will promptly amend or supplement the Company in writing by Logitech Subsidiary specifically for use in the Company Disclosure Documents as required and distribute the same to its stockholdersDocuments. In 51 the event Parent or Purchaser shall advise The information furnished by the Company as to its obtaining knowledge Logitech Subsidiary in writing for use in the Offer Documents will not contain, at the time of filing thereof, any facts that would untrue statement of a material fact or omit to state any material fact necessary in order to make it necessary to supplement or amend the Company Disclosure Documents as provided statements made therein, in Section 5.5light of the circumstances in which they were made, the Company shall promptly amend or supplement the Company Disclosure Documents as required and distribute the same to its stockholdersnot misleading.

Company Disclosure Documents. Each document required The Proxy Statement and the ---------------------------- Schedule 14D-9 referred to ---------------------------- be filed by the Company with the SEC in 50 connection with the transactions contemplated hereby Section 1.2(b) (collectively, the "Company ------- Disclosure Documents"), includingwhen filed, but not limited to, the Schedule 14D-9, the Proxy Statement or the Information Statement, and any supplements or amendments thereto will, when filed (a) will comply as to form in all material -------------------- respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder and will not, (bi) with regard to the Proxy Statement or any amendment or supplement thereto, at the time it is first mailed to stockholders of the Company and as at the date of the Special Meeting (as the same may be amended or supplemented prior to the date it is first mailed to stockholders of the Company or at the Special Meeting, as applicable), and (ii) with regard to the Schedule 14D-9, at the time of filing thereof or at the time of the consummation of the Offer and the Effective Time (as the same may be amended or supplemented prior to the consummation of the Offer or the Effective Time, as applicable), contain no any untrue statement of any a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation and warranty is made by the Company pursuant to this Section 4.20 with respect to information furnished in writing by Parent or Purchaser for inclusion in the Company Disclosure Documents, and the Company will advise Parent and Purchaser in writing if prior to the Effective Time it shall obtain knowledge of any facts with respect to itself, any of the Subsidiaries or any of the Selling Stockholders that would make it necessary to supplement or amend the Company Disclosure Documents in order to make the statements made therein, in the light of the circumstances under in which they are were made, not misleading misleading; provided, however, that the foregoing covenant shall not -------- ------- apply to information with respect to Parent, Parent Subsidiaries or Merger Sub furnished to comply with applicable laws, rules and regulations, and will promptly amend or supplement the Company in writing by Logitech Subsidiary specifically for use in the Company Disclosure Documents as required and distribute the same to its stockholdersDocuments. In 51 the event Parent or Purchaser shall advise The information furnished by the Company as to its obtaining knowledge Logitech Subsidiary in writing for use in the Offer Documents will not contain, at the time of filing thereof, any facts that would untrue statement of a material fact or omit to state any material fact necessary in order to make it necessary to supplement or amend the Company Disclosure Documents as provided statements made therein, in Section 5.5light of the circumstances in which they were made, the Company shall promptly amend or supplement the Company Disclosure Documents as required and distribute the same to its stockholdersnot misleading.