Common use of Offer Documents and Proxy Statement Clause in Contracts

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. None of the ----------------------------------- information supplied or to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in the Offer Documents Documents, the Schedule 14D-9 or the Schedule 14D-9, the Information Statementproxy statement, if any, (together with any amendments or supplements thereto, the "Proxy Statement") relating to the Stockholder Meeting (as defined in Section 7.1) the information statement, if any, or any amendment or supplement theretofiled by the Company in connection with the Merger pursuant to Rule 14C-2 promulgated under the Exchange Act (the "Information Statement"), will (i) in the case of the Offer Documents, the Schedule 14D-9 14D-9, the Proxy Statement and the Information Statement, at the respective times time such documents are 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, if any, at the time of the mailing of the Proxy Statement either of such Statements and at the time of the Stockholder MeetingMeeting or action by written consent, 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 therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time purchase of shares of Common Stock pursuant to the Offer there shall occur any event with respect to the CompanyParent, 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 an 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. 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, or (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 MeetingEffective Time, 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 Statement, the Information Statement, the Schedule 14D-9 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. Prior to the filing of such amendment or supplement with the SEC, a copy thereof shall be delivered to Parent and its counsel, who shall have the opportunity to comment on such amendment or supplement. The Proxy Statement and the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act.