Offer Documents and Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents will, at the respective times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders 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 the light of the circumstances under which they are made, not misleading. The Proxy Statement, if filed, will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the 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 made therein, in the light of the circumstances under which they are made, not misleading or will, at the time of the Special Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Special Meeting which shall have become false or misleading in any material respect. The Schedule 14D-9 and the Proxy Statement will, when filed by the Company with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Purchaser or Merger Sub which is contained in any of the foregoing documents.
Offer Documents and Proxy Statement. None of the ----------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Schedule 14D-9, the Information Statement, if any, the Proxy Statement, if any, or any amendment or supplement thereto, will (i) in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, (ii) in the case of the Proxy Statement, if any, at the time of the mailing of the Proxy Statement and at the time of the Stockholder 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Offer Documents, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.
Offer Documents and Proxy Statement. The Offer Documents will comply in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable laws. The written information supplied or to be supplied by Parent and Sub expressly for inclusion in the Proxy Statement, the Schedule 14D-9 and the information statement filed by the Company in connection with the offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), together with any amendments or supplements to any of the foregoing 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, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made with respect to any information with respect to the Company or its officers, directors and affiliates provided to Parent or Sub by the Company in writing for inclusion in the Offer Documents or amendments or supplements thereto. If at any time prior to the purchase of Shares pursuant to the Offer there shall occur any event with respect to Parent, its officers and directors or any of its Subsidiaries which is required to be described in the Offer Documents, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company.
Offer Documents and Proxy Statement. None of (a) the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents at the time such documents are filed with the SEC or first published, sent or given to the Company's stockholders or (b) the Proxy Statement or the Information Statement (as applicable) at the time of the mailing of the Proxy Statement or the Information Statement and at the time of the Stockholder Meeting or the taking of the action contemplated by the Information Statement (as applicable), will 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, except that no representation is made by the Company with respect to information supplied by Investor, Sub or their respective Subsidiaries for inclusion in any of such documents. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors should occur which is required to be set forth in an amendment of, or a supplement to, the Proxy Statement or the Information Statement (as the case may be), such event shall be so set forth, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The Proxy Statement and the Information Statement shall comply as to form in all material respects with the requirements of the Exchange Act.
Offer Documents and Proxy Statement. None of the information furnished or to be furnished by Parent or Purchaser expressly for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed, 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, or will, at the time of the Shareholders' Meeting or at the Effective Time, as then amended or supplemented, omit to state any material fact necessary to correct any statement which has become false or misleading in any earlier communication with respect to the solicitation of any proxy for such meeting. Neither the Offer Documents, nor any information supplied by Parent or Purchaser expressly for inclusion in the Schedule 14D-9, will, at any time the Offer Documents or the Schedule 14D-9 (including any amendments or supplements thereto) are filed with the SEC or are first published, sent or given to the Shareholders, 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.
Offer Documents and Proxy Statement. None of the information to be supplied by Investor or Sub for inclusion or incorporation by reference in the Schedule 14D-9, the information statement, if any, filed by the Company in connection with the Offer or the Merger pursuant to Regulation 14C or Rule 14f-1 promulgated under the Exchange Act or otherwise (together with any amendments or supplements thereto, the "Information Statement"), or, if applicable, the proxy statement (together with any amendments or supplements thereto, the "Proxy Statement") relating to the Stockholder Meeting (as hereinafter defined) (i) in the case of the Schedule 14D-9, at the time the Schedule 14D-9 is filed with the SEC or first published, sent or given to the Company's stockholders, or (ii) in the case of the Proxy Statement or the Information Statement, as applicable, at the time of the mailing of the Proxy Statement or Information Statement and at the time of the Stockholder Meeting or the taking of the action contemplated by the Information Statement (as applicable), will 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.
Offer Documents and Proxy Statement. (a) None of the information supplied or to be supplied by or, to the knowledge of the Company, on behalf of the Company or any affiliate of the Company expressly for inclusion in the Offer Documents will, at the times such documents are filed with the SEC and are mailed to shareholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and any supplement or amendment thereto will not, at the time they are filed with the SEC and at the time of any distribution or dissemination thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied in writing by Parent, Purchaser or an affiliate of Parent or Purchaser for inclusion therein.
Offer Documents and Proxy Statement. (a) None of the information supplied or to be supplied by or on behalf of the Company or any affiliate of the Company specifically for inclusion in the Offer Documents will, at the times such documents are filed with the SEC and mailed to shareholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or to correct any statement made in any communication with respect to the Offer previously filed with the SEC or disseminated to the shareholders of the Company. The Schedule 14D-9 will not, at the time the Schedule 14D-9 is filed with the SEC and at all times prior to the purchase of Shares by Purchaser pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied in writing by Parent, Purchaser or
Offer Documents and Proxy Statement. .. 14 Section 3.4 Financing................................ 14 Section 3.5 Brokers.................................. 15
Offer Documents and Proxy Statement. .. 18 Section 4.6 Absence of Certain Events................ 19 Section 4.7 Section 203 of the DGCL.................. 19 Section 4.8 Taxes.................................... 19 Section 4.9
