Common use of Information for Offer Documents and Proxy Statement; Disclosure Clause in Contracts

Information for Offer Documents and Proxy Statement; Disclosure. The Stockholder covenants and agrees that none of the information relating to the Stockholder and its affiliates for inclusion in the Schedule 14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been furnished to Parent by the Stockholder for inclusion in such documents will, at (i) the time the Schedule 14D-9 or the Proxy Statement (or any amendment or supplement thereto) is first filed with the SEC or mailed to stockholders of the Company or (ii) the time of the Company Stockholders Meeting (in the case of information included in the Proxy Statement), 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 circumstances under which they were made, not misleading. The Stockholder agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and, if applicable, the Proxy Statement and any related filings under applicable securities Laws the Stockholder's identity and ownership of Shares and the nature of its commitments, arrangements and understandings under this Agreement and any other information regarding the Stockholder as required by applicable Law.

Information for Offer Documents and Proxy Statement; Disclosure. The Each Stockholder covenants and agrees that none of the information relating to the such Stockholder and its affiliates for inclusion in the Schedule 14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been or will be furnished to Parent by the such Stockholder for inclusion in such documents will, at (i) the time the Schedule 14D-9 14D-9, the Offer Documents or the Proxy Statement (or any amendment or supplement thereto) is first filed with the SEC or mailed to stockholders of the Company or (ii) the time of the Company Stockholders Stockholders’ Meeting (in the case of information included in the Proxy Statement), 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 circumstances under which they were made, not misleading. The Each Stockholder agrees to permit Parent and Purchaser Acquisition Sub to publish and disclose in the Offer Documents and, if applicable, the Proxy Statement and any related filings under applicable securities Laws the Legal Requirements such Stockholder's ’s identity and ownership of Shares and the nature of its commitments, arrangements and understandings under this Agreement and any other information regarding the such Stockholder as required by applicable LawLegal Requirements.

Information for Offer Documents and Proxy Statement; Disclosure. The Each Stockholder covenants and agrees that none of the information relating to the such Stockholder and its affiliates for inclusion in any proxy statement or other filings with the Schedule 14D-9, SEC with respect to the Offer Documents or, if applicable, transactions contemplated by the Proxy Statement Purchase Agreement that has been or will be furnished to Parent Purchaser Representative by the such Stockholder for inclusion in such documents will, at (i) the time the Schedule 14D-9 such proxy statement or the Proxy Statement other filing (or any amendment or supplement thereto) is first filed with the SEC or mailed to stockholders of the Company or (ii) the time of the Company Stockholders Stockholders' Meeting (in the case of information included in the Proxy Statementproxy statement), not 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 circumstances under which they were made, not misleading. The Each Stockholder agrees to permit Parent Purchaser and Purchaser Representative to publish and disclose in the Offer Documents and, if applicable, the Proxy Statement such documents and any related filings under applicable securities Laws the laws such Stockholder's identity and ownership of Shares and the nature of its commitments, arrangements and understandings under this Agreement and any other information regarding the such Stockholder as required by applicable Lawlaws, provided that each such Stockholder shall be given reasonable opportunity to review and comment on the applicable portion of such documents relating to such Stockholder and its affiliates.

Information for Offer Documents and Proxy Statement; Disclosure. The Each Major Stockholder covenants represents and agrees warrants to Offeror that none of the information relating to the such Major Stockholder and its such Major Stockholder’s affiliates provided in writing by or on behalf of such Major Stockholder or such Major Stockholder’s affiliates for inclusion in the Schedule TO, Schedule 14D-9, the Offer Documents orDocuments, if applicable, the or Proxy Statement that has been furnished to Parent by the Stockholder for inclusion in such documents will, at (i) the time respective times the Schedule 14D-9 TO, Schedule 14D-9, Offer Documents, or the Proxy Statement (or any amendment or supplement thereto) is first are filed with the SEC or mailed are first published, sent or given to the stockholders of the Company or (ii) the time of the Company Stockholders Meeting (in the case of information included in the Proxy Statement)Company, 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 circumstances under which they were made, not misleading. The Each Major Stockholder authorizes and agrees to permit Parent and Purchaser Offeror to publish and disclose in the Offer Documents and, if applicable, and the Proxy Statement and any related filings under applicable the securities Laws the laws such Major Stockholder's ’s identity and ownership of Shares and the nature of its such Major Stockholder’s commitments, arrangements and understandings under this Agreement and any other information regarding the Stockholder as required by applicable Law.

Information for Offer Documents and Proxy Statement; Disclosure. The Stockholder Shareholder covenants and agrees that none of the information relating to the Stockholder and its affiliates Shareholder that has been or will be furnished to Parent by Shareholder for inclusion in the Schedule 14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been furnished to Parent by the Stockholder for inclusion in such documents will, at (i) the time the Schedule 14D-9 14D-9, the Offer Documents or the Proxy Statement (or any amendment or supplement thereto) is first filed with the SEC or mailed to stockholders shareholders of the Company or (ii) the time of the Company Stockholders Shareholders’ Meeting (in the case of information included in the Proxy Statement), 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 circumstances under which they were made, not misleading. The Stockholder Shareholder agrees to permit Parent Parent, Acquisition Sub and Purchaser the Company to publish and disclose in the Offer Documents and, if applicable, the Proxy Statement and any related filings under applicable securities Laws the Stockholder's Shareholder’s identity and ownership of Shares and the nature of its commitments, arrangements and understandings under this Agreement and any other information regarding the Stockholder Shareholder as required by applicable LawLaws.

Information for Offer Documents and Proxy Statement; Disclosure. The Each Stockholder covenants represents and agrees warrants to Parent and Purchaser that none of the information relating to the such Stockholder and its such Stockholder's affiliates provided in writing by or on behalf of such Stockholder or such Stockholder's affiliates for inclusion in the Schedule TO, Schedule 14D-9, the Offer Documents orDocuments, if applicable, the or Proxy Statement that has been furnished to Parent by the Stockholder for inclusion in such documents will, at (i) the time respective times the Schedule 14D-9 TO, Schedule 14D-9, Offer Documents, or the Proxy Statement (or any amendment or supplement thereto) is first are filed with the SEC or mailed are first published, sent or given to the stockholders of the Company or (ii) the time of the Company Stockholders Meeting (in the case of information included in the Proxy Statement)Company, 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 circumstances under which they were made, not misleading. The Each Stockholder authorizes and agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and, if applicable, and the Proxy Statement and any related filings under applicable the securities Laws the laws such Stockholder's identity and ownership of Shares and the nature of its such Stockholder's commitments, arrangements and understandings under this Agreement and any other information regarding the Stockholder as required by applicable Law.

Information for Offer Documents and Proxy Statement; Disclosure. The Each Stockholder covenants represents and agrees warrants to Parent and Purchaser that none of the information relating to the such Stockholder and his or its affiliates provided in writing by, or, with the express prior authorization of such Stockholder (or his or its affiliates, as applicable), on behalf of, such Stockholder or his or its affiliates for inclusion in the Schedule TO, Schedule 14D-9, the Offer Documents orDocuments, if applicable, the or Proxy Statement that has been furnished to Parent by the Stockholder for inclusion in such documents will, at (i) the time respective times the Schedule 14D-9 TO, Schedule 14D-9, Offer Documents, or the Proxy Statement (or any amendment or supplement thereto) is first are filed with the SEC or mailed are first published, sent or given to stockholders of the Company or (ii) the time of the Company Stockholders Meeting (in the case of information included in the Proxy Statement)Company, 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 circumstances under which they were made, not misleading. The Each Stockholder authorizes and agrees to permit Parent and Purchaser to publish and disclose in the Offer Documents and, if applicable, and the Proxy Statement and any related filings under applicable the securities Laws the laws such Stockholder's identity and ownership of Shares and the nature of his or its commitments, arrangements and understandings under this Agreement and any other information regarding the Stockholder as required by applicable Law.

Information for Offer Documents and Proxy Statement; Disclosure. The Stockholder Shareholder covenants and agrees that none of the information relating to the Stockholder and its affiliates Shareholder that has been or will be furnished to Parent by Shareholder for inclusion in the Schedule 14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been furnished to Parent by the Stockholder for inclusion in such documents will, at (i) the time the Schedule 14D-9 14D-9, the Offer Documents or the Proxy Statement (or any amendment or supplement thereto) is first filed with the SEC or mailed to stockholders shareholders of the Company or (ii) the time of the Company Stockholders Shareholders' Meeting (in the case of information included in the Proxy Statement), 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 circumstances under which they were made, not misleading. The Stockholder Shareholder agrees to permit Parent Parent, Acquisition Sub and Purchaser the Company to publish and disclose in the Offer Documents and, if applicable, the Proxy Statement and any related filings under applicable securities Laws the StockholderShareholder's identity and ownership of Shares and the nature of its commitments, arrangements and understandings under this Agreement and any other information regarding the Stockholder Shareholder as required by applicable LawLaws.

Information for Offer Documents and Proxy Statement; Disclosure. The Stockholder Each Shareholder covenants and agrees that none of the information relating to the Stockholder and its affiliates such Shareholder that has been or will be furnished to Parent by such Shareholder for inclusion in the Schedule 14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been furnished to Parent by the Stockholder for inclusion in such documents will, at (i) the time the Schedule 14D-9 14D-9, the Offer Documents or the Proxy Statement (or any amendment or supplement thereto) is first filed with the SEC or mailed to stockholders shareholders of the Company or (ii) the time of the Company Stockholders Shareholders’ Meeting (in the case of information included in the Proxy Statement), 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 circumstances under which they were made, not misleading. The Stockholder Each Shareholder agrees to permit Parent Parent, Acquisition Sub and Purchaser the Company to publish and disclose in the Offer Documents and, if applicable, the Proxy Statement and any related filings under applicable securities Laws the Stockholder's such Shareholder’s identity and ownership of Shares and the nature of its commitments, arrangements and understandings under this Agreement and any other information regarding the Stockholder such Shareholder as required by applicable LawLaws.

Information for Offer Documents and Proxy Statement; Disclosure. The Each Stockholder covenants and agrees that none of the information relating to the such Stockholder and its affiliates for inclusion in the Schedule 14D-9, the Offer Documents or, if applicable, the Proxy Statement that has been or will be furnished to Parent by the such Stockholder for inclusion in such documents will, at (i) the time the Schedule 14D-9 14D-9, the Offer Documents or the Proxy Statement (or any amendment or supplement thereto) is first filed with the SEC or mailed to stockholders of the Company or (ii) the time of the Company Stockholders Stockholders’ Meeting (in the case of information included in the Proxy Statement), 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 circumstances under which they were made, not misleading. The Each Stockholder agrees to permit Parent and Purchaser Acquisition Sub to publish and disclose in the Offer Documents and, if applicable, the Proxy Statement and any related filings under applicable securities Laws the such Stockholder's ’s identity and ownership of Shares and the nature of its commitments, arrangements and understandings under this Agreement and any other information regarding the such Stockholder as required by applicable LawLaws, provided that each such Stockholder shall be given reasonable opportunity to review and comment on the applicable portion of the Offer Documents, and, if applicable, the Proxy Statement, relating to such Stockholder and its affiliates.