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

Information in Offer Documents and Proxy Statement. (a) Each document required to be filed by the Company with the SEC in connection with the Transactions (the "Company Disclosure Documents"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act and the Schedule 14d-9 (together with all amendments and supplements thereto, the "Proxy Statement"), to be filed with the SEC in connection with the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.12(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or any of their representatives specifically for use therein. (b) Neither the Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Offer, the Merger or any other transaction contemplated hereby, nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, any such other filings by the Company, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, 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 are made, not misleading. (c) At the time the Proxy Statement, if any, or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on adoption of this Agreement and the Merger, the Proxy Statement, as supplemented or amended, if applicable, 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 were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Information in Offer Documents and Proxy Statement. (a) Each document required to be filed by the Company with the SEC in connection with the Transactions (the "Company Disclosure DocumentsCOMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act and the Schedule 14d-9 (together with all amendments and supplements thereto, the "Proxy StatementPROXY STATEMENT"), to be filed with the SEC in connection with the Merger, will, when filed, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.12(aSECTION 4.12(A) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or any of their representatives specifically for use therein. (b) Neither the Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Offer, the Merger or any other transaction contemplated hereby, nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, any such other filings by the Company, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders of the Company, as the case may be, 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 are made, not misleading. (c) At the time the Proxy Statement, if any, or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on adoption of this Agreement and the Merger, the Proxy Statement, as supplemented or amended, if applicable, 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 were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Information in Offer Documents and Proxy Statement. (a) Each document required to be filed by the Company with the SEC in connection with the Transactions (the "Company Disclosure Documents"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act and the Schedule 14d-9 (together with all amendments and supplements thereto, the "Proxy Statement"), to be filed with the SEC in connection with the Merger, will, when filed, The Offer Documents will comply as to form in all material respects with the provisions of applicable requirements of federal securities Laws and, on the Exchange Act. The representations and warranties contained in this Section 4.12(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or any of their representatives specifically for use therein. (b) Neither the Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Offer, the Merger or any other transaction contemplated hereby, nor any information supplied by the Company for inclusion in the Offer Documents shall, at the respective times the Schedule 14D-9, any such other filings by the Company, the Offer Documents or any amendments or supplements thereto are date filed with the SEC and on the date first published or are first published, sent or given to shareholders of the Company’s stockholders, as the case may be, shall 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 made therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by Parent or Purchaser with respect to statements made therein based on information furnished by the Company expressly for inclusion in the Offer Documents. (cb) At the time The information to be supplied by or on behalf of Parent or Purchaser expressly for inclusion in the Proxy Statement, if any, or any amendment or supplement thereto shall not, on the date the Proxy Statement is first mailed to shareholders stockholders of the Company and or at the time such shareholders vote on adoption of this Agreement and the Merger, the Proxy Statement, as supplemented or amendedStockholders Meeting, if applicableany, will 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 made therein, in the light of the circumstances under which they were made, not misleading. At If at any time prior to the time Stockholders Meeting, if any, any fact or event relating to the information provided by on behalf of the filing of any Company Disclosure Document other than Parent or Purchaser expressly for inclusion in the Proxy Statement and at which should be set forth in a supplement to the time of any distribution Proxy Statement should be discovered by Parent, or should occur, Parent shall, promptly after becoming aware thereof, inform the Company of such Company Disclosure Document will fact or event. (c) The information to be supplied by or on behalf of Parent or Purchaser expressly for inclusion in the Schedule 14d-9, on the date filed with the SEC and on the date first published or sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state a 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 were made, not misleading. If at any time prior to the expiration of the Offer, any fact or event relating to the information provided by on behalf of Parent or Purchaser expressly for inclusion in the Schedule 14d-9 and which should be set forth in a supplement to the Schedule 14d-9 should be discovered by Parent, or should occur, Parent shall, promptly after becoming aware thereof, inform the Company of such fact or event.