Common use of Information in Disclosure Documents and Registration Statement Clause in Contracts

Information in Disclosure Documents and Registration Statement. None of the information to be supplied by Parent or Sub for inclusion in (i) the Registration Statement or (ii) the Proxy Statement will, in the case of the Registration Statement and any post-effective amendment thereto, at the time it becomes effective or is filed, as the case may be, and, in any case, at the Effective Time, or, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of stockholders of Parent to be held in connection with the Merger, 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 are made, not misleading. The Registration Statement, including all amendments thereto, and the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, except that no representation is made by Parent with respect to statements made therein based on information supplied by the Company or its representatives for inclusion in the Registration Statement or the Proxy Statement or with respect to information concerning the Company or any of its Subsidiaries included or incorporated by reference in the Registration Statement or the Proxy Statement.

Information in Disclosure Documents and Registration Statement. None of the information informa tion to be supplied by or on behalf of Parent or Sub for inclusion in (i) the Registration Statement or (ii) the Proxy Statement will, in the case of the Registration Statement and Statement, at the time it becomes effective, at the time of the filing of any post-effective amendment thereto, at the time it becomes effective or is filed, as the case may be, and, in any case, and at the Effective Time, orand, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time respective times of the meeting meetings of stockholders of Parent to be held in connection with the Merger, 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 are made, not misleading. The Registration Statement, including all amendments thereto, Statement and the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, except that no representation is made by Parent with respect to statements made therein based on information supplied by the Company or its representatives for inclusion in the Registration Statement or the Proxy Statement or with respect to information concerning the Company or any of its Subsidiaries included or incorporated by reference in the Registration Statement or the Proxy Statement.

Information in Disclosure Documents and Registration Statement. None of the information supplied or to be supplied by Parent or Sub the Company specifically for inclusion in (i) the Registration Statement on Form S-4 to be filed with the SEC under the Securities Act for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (ii) the Joint Proxy Statement will, in the case of the Registration Statement and any post-effective amendment theretoStatement, at the time it becomes effective or is filed, as the case may be, and, in any case, at the Effective Time, or, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the initial mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the meeting of stockholders of Company Shareholder Meeting and the Parent to be held in connection with the Merger, Shareholder 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 therein, in light of the circumstances under which they are made, not misleading. The Registration Statement, including all amendments thereto, As of the date of its initial mailing and as of the date of the Company Shareholder Meeting and the Parent Shareholder Meeting, the Joint Proxy Statement will comply (with respect to information relating to the Company) as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, except that the Company makes no representation is made by Parent or warranty with respect to statements any statement made therein based on information supplied by the Company or its representatives for inclusion in the Registration Statement or the Proxy Statement or with respect to information concerning the Company or any of its Subsidiaries included or incorporated by reference in the Registration Statement foregoing documents based upon information supplied by or the Proxy Statementon behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.

Information in Disclosure Documents and Registration Statement. None of the information to be supplied by or on behalf of Parent or Sub for inclusion in (i) the Registration Statement or (ii) the Proxy Statement will, in the case of the Registration Statement and Statement, at the time it becomes effective, at the time of the filing of any post-effective amendment thereto, at the time it becomes effective or is filed, as the case may be, and, in any case, and at the Effective Time, orand, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time respective times of the meeting meetings of stockholders of Parent to be held in connection with the Merger, 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 are made, not misleading. The Registration Statement, including all amendments thereto, Statement and the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, except that no representation is made by Parent with respect to statements made therein based on information supplied by the Company or its representatives for inclusion in the Registration Statement or the Proxy Statement or with respect to information concerning the Company or any of its Subsidiaries included or incorporated by reference in the Registration Statement or the Proxy Statement.

Information in Disclosure Documents and Registration Statement. None of the information to be supplied by Parent or Sub on behalf of the Company for inclusion in (i) the Registration Statement to be filed with the SEC by Parent on Form S-4 under the Securities Act for the purpose of registering the shares of Parent Common Stock to be issued in connection with the Merger (the "Registration Statement") or (ii) the joint proxy statement to be distributed in connection with Parent's and the Company's meetings of stockholders to vote upon this Agreement (the "Proxy Statement Statement") will, in the case of the Registration Statement and any post-effective amendment theretoStatement, at the time it becomes effective, at the time of the filing of any post-effective or is filed, as the case may be, and, in any case, amendment thereto and at the Effective Time, orand, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time respective times of the meeting meetings of stockholders of the Company and Parent to be held in connection with the Merger, 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 are made, not misleading. The Registration Statement, including all amendments thereto, and the Proxy Statement will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, except that no representation is made by Parent the Company with respect to statements made therein based on information supplied by the Company Parent or its representatives for inclusion in the Registration Statement or the Proxy Statement or with respect to information concerning the Company Parent or any of its Subsidiaries included or incorporated by reference in the Registration Statement or the Proxy Statement.