Common use of Offer Documents and Proxy Statement Clause in Contracts

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 (a) 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 time respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders stockholders, or (bii) in the case of the Proxy Statement or the Information Statement (as applicable) Statement, 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)Meeting, 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 the 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 or any of its Subsidiaries should occur which is required to be set forth described in an amendment of, or a supplement to, the Proxy Statement or the Information Statement (as the case may be)Offer Documents, such event shall be so set forthdescribed, 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 will comply as to form in all material respects with the requirements of the Exchange Act.

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 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 time respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders stockholders, or (bii) in the case of the Proxy Statement or the Information Statement (as applicable) Statement, 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)Meeting, 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 the 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 or any of its Subsidiaries should occur which is required to be set forth described in an amendment of, or a supplement to, the Proxy Statement or the Information Statement (as the case may be)Offer Documents, such event shall be so set forthdescribed, 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 will comply as to form in all material respects with the requirements of the Exchange Act.