Common use of Disclosure in Proxy Statement Clause in Contracts

Disclosure in Proxy Statement. SCHEDULE 14D-9 AND SCHEDULE 14D-1. None of the information which has been or will be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement in connection with the meeting of the stockholders of the Company held to approve the Merger (the "Proxy Statement") will, at the time such Proxy Statement is mailed to the stockholders of the Company, include an untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. None of the information which has been or will be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or any amendments or supplements thereto including the Schedule 14D-1 and the Offer to Purchase, will, at the time the Offer Documents (or such amendments or supplements) are filed with the SEC, 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 in which they are made, not misleading. The Schedule 14D-9 or any amendments or supplements thereto will not, at the time it or any such amendments or supplements are filed with the SEC, sent or given to stockholders of the Company, or at the time the Offer is consummated is filed with the Commission, 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 therein, in light of the circumstance in which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made with respect to any information with respect to Parents, Merger Sub or their respective officers, directors or affiliates provided to the Company by Parents or Merger Sub in writing for inclusion in the Proxy Statement, the Schedule 14D-9 or the supplements or amendments thereto. The Schedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable laws.

Disclosure in Proxy Statement. SCHEDULE 14D-9 AND SCHEDULE 14D-1. None of the No information which has been or will be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement proxy statement to be sent to the shareholders of the Company in connection with the meeting of the stockholders of the Company held to approve the Merger Shareholders' Meeting (as defined in SECTION 5.1) (the "Proxy StatementPROXY STATEMENT/PROSPECTUS") will), shall, at the time such date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders and at the stockholders time of the CompanyShareholders' Meeting and at the Effective Time, include an untrue statement of a be false or misleading with respect to any material fact, or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. None of the information which has been or will be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or any amendments or supplements thereto including the Schedule 14D-1 and the Offer to Purchase, will, at the time the Offer Documents (or such amendments or supplements) are filed with the SEC, 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 in which they are made, not misleading. The Schedule 14D-9 or any amendments or supplements thereto will not, at the time it or any such amendments or supplements are filed with the SEC, sent or given to stockholders of the Company, or at the time the Offer is consummated is filed with the Commission, 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 the light of the circumstance in circumstances under which they were are made, not misleading. Notwithstanding the foregoing, no representation misleading or warranty is made necessary to correct any statement in any earlier communication with respect to any the solicitation of proxies for the Shareholder's Meeting which has become false or misleading. No information with respect to Parents, Merger Sub or their respective officers, directors or affiliates provided to supplied by the Company by Parents or Merger Sub in writing for inclusion in the S-4 with respect to the issuance of Holdco Common Stock in the Merger will, at the time the S-4 becomes effective under the '33 Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. The portions of the Proxy Statement, /Prospectus and S-4 supplied by the Schedule 14D-9 Company (whether by inclusion or the supplements or amendments thereto. The Schedule 14D-9 by incorporation by reference therein) will comply as to form in all material respects with the Exchange requirements of the '33 Act and the '34 Act and the rules and regulations thereunder and of the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any other applicable lawsinformation supplied by Parent or Holdco which is contained in any of the foregoing documents.

Disclosure in Proxy Statement. SCHEDULE 14D-9 AND SCHEDULE 14D-1. None of the No information which has been or will be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement proxy statement to be sent to the shareholders of the Company in connection with the meeting of the stockholders of the Company held to approve the Merger Shareholders' Meeting (as defined in Section 5.1) (the "Proxy Statement/Prospectus") will), 13 18 shall, at the time such date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders and at the stockholders time of the CompanyShareholders' Meeting and at the Effective Time, include an untrue statement of a be false or misleading with respect to any material fact, or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. None of the information which has been or will be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or any amendments or supplements thereto including the Schedule 14D-1 and the Offer to Purchase, will, at the time the Offer Documents (or such amendments or supplements) are filed with the SEC, 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 in which they are made, not misleading. The Schedule 14D-9 or any amendments or supplements thereto will not, at the time it or any such amendments or supplements are filed with the SEC, sent or given to stockholders of the Company, or at the time the Offer is consummated is filed with the Commission, 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 the light of the circumstance in circumstances under which they were are made, not misleading. Notwithstanding the foregoing, no representation misleading or warranty is made necessary to correct any statement in any earlier communication with respect to any the solicitation of proxies for the Shareholder's Meeting which has become false or misleading. No information with respect to Parents, Merger Sub or their respective officers, directors or affiliates provided to supplied by the Company by Parents or Merger Sub in writing for inclusion in the S-4 with respect to the issuance of Holdco Common Stock in the Merger will, at the time the S-4 becomes effective under the '33 Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. The portions of the Proxy Statement, /Prospectus and S-4 supplied by the Schedule 14D-9 Company (whether by inclusion or the supplements or amendments thereto. The Schedule 14D-9 by incorporation by reference therein) will comply as to form in all material respects with the Exchange requirements of the '33 Act and the '34 Act and the rules and regulations thereunder and of the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any other applicable lawsinformation supplied by Parent or Holdco which is contained in any of the foregoing documents.