Common use of Offer Documents and Proxy Statement Clause in Contracts

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. The Offer Documents will comply in all material respects with None of 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 or Sub expressly for inclusion or incorporation by reference in the Proxy StatementOffer Documents, the Schedule 14D-9 and 14D-9, the information statement statement, if any, filed by the Company in connection with the offer Offer pursuant to Rule 14f-1 14F-1 promulgated under the Exchange Act (the "Information Statement"), or the proxy statement (together with any amendments or supplements thereto, the "Proxy Statement") relating to any the Stockholder Meeting (as defined in Section 7.1) will (i) in the case of the foregoing will not Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective 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, 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 madetherein, 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 shares of Common Stock 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 as required by law, disseminated to the stockholders of the Company.

Offer Documents and Proxy Statement. The Offer Documents will comply in all material respects with (a) None of 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 or on behalf of the Company or any affiliate of the Company for inclusion in the Proxy StatementOffer Documents will, at the Schedule 14D-9 and the information statement times such documents are filed by the Company in connection with the offer pursuant SEC and are mailed to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), together with any amendments or supplements to any stockholders of the foregoing will not 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 madetherein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is to correct any statement made with respect to in any information communication 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 previously filed with the SEC and, to the extent required by law, or disseminated to the stockholders 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 an affiliate of Parent or Purchaser expressly for inclusion therein. The Schedule 14D-9 will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.

Offer Documents and Proxy Statement. The Offer Documents will comply in all material respects with None of 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 or Sub expressly for inclusion or incorporation by reference in the Proxy StatementOffer Documents, the Schedule 14D-9 and 14D-9, the information statement statement, if any, filed by the Company in connection with the offer Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), or the proxy --------------------- statement (together with any amendments or supplements thereto, the "Proxy ----- Statement") relating to any the Stockholder Meeting (as defined in Section 7.1) will --------- ----------- (i) in the case of the foregoing will not Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective 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, 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 madetherein, 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 shares of Common Stock 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 as required by law, disseminated to the stockholders of the Company.

Offer Documents and Proxy Statement. The Offer Documents will comply Subject to the accuracy of the representations and warranties of Parent and Purchaser set forth in all material respects with Section 4.4, neither the Exchange Act and the rules and regulations thereunder and Schedule 14D-9 nor any other applicable laws. The written information supplied (or to be supplied supplied) in writing by Parent and Sub expressly or on behalf of the Company for inclusion in the Proxy StatementOffer Documents will, at the respective times the Schedule 14D-9, 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")Offer Documents, together with or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to any stockholders of the foregoing will not 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 mademade therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement (if any) 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 therein, in the light of the circumstances under which they are made, not misleading and will not, at the time of the Company Stockholders Meeting (if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to the solicitation of proxies for the Company Stockholders Meeting which shall have become false or misleading in any material respect. The Proxy Statement (if any) and the Schedule 14D-9 will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty is made with respect to any information with respect to the Company supplied by or its officers, directors and affiliates provided to on behalf of Parent or Sub by the Company in writing Purchaser 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 Companyforegoing documents.