Common use of Offer Documents; Proxy Statement Clause in Contracts

Offer Documents; Proxy Statement. The Schedule 14D-9, when filed with the SEC and first published, sent or given to stockholders of the Company, will comply in all material respects with the Exchange Act. Neither the Schedule 14D-9 nor any of the information provided by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents will, at the respective times the Schedule 14D-9, the Schedule TO and the Offer Documents or any amendments or supplements thereto are filed with the SEC or first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact (i) required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or (ii) necessary to correct any statements in any earlier filing by the Company with the SEC or communication from the Company to the holder of Shares with respect to the Offer, the Merger or the Company's Stockholders' Meeting (if any) that has become false or misleading. Any proxy statement to be sent to the stockholders of the Company in connection with a meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") or the information statement to be sent to such stockholders in connection with any action by consent in writing in lieu of a meeting, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), as amended or supplemented from time to time, will comply in all material respects with the applicable requirements of the Exchange Act and the DGCL. The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Company Stockholders' Meeting (if any) or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact (i) 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 (ii) necessary to correct any statement in any earlier filing by the Company with the SEC or communication from the Company to the holders of Shares with respect to the Offer, the Merger or the Company Stockholders' Meeting (if any) that has become false or misleading. The Schedule 14A, when filed with the SEC and first published, sent or given to stockholders of the Company, will comply in all material respects with the Exchange Act. The Schedule 14A will not, at the respective times the Schedule 14A or any amendments or supplements thereto are filed with the SEC or first published, sent or given 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information that has been supplied by Parent or Purchaser or any of their accountants, counsel or other authorized representatives in writing specifically for use in any of the foregoing documents.

Offer Documents; Proxy Statement. The Schedule 14D-9, when filed with the SEC and first published, sent or given to stockholders of the Company, will comply in all material respects with the Exchange Act. Neither the Schedule 14D-9 nor any None of the information provided -------------------------------- supplied by Parent, Purchaser, or on behalf of their respective officers, directors, representatives, agents or employees (the Company specifically "Parent Information"), for inclusion in the Schedule TO Proxy Statement (as defined in Section 4.18), or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders, at the time of the Company Stockholders' Meeting (as defined in Section 4.18) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents Documents, the Schedule TO, nor any amendments thereof or supplements thereto will, at the respective times time the Schedule 14D-9Offer Documents, the Schedule TO and the Offer Documents TO, or any such amendments or supplements thereto are filed with the SEC or first published, sent or given to stockholders of the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact (i) required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or (ii) necessary to correct any statements in any earlier filing by the Company with the SEC or communication from the Company to the holder of Shares with respect to the Offer, the Merger or the Company's Stockholders' Meeting (if any) that has become false or misleading. Any proxy statement to be sent to the stockholders of the Company in connection with a meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") or the information statement to be sent to such stockholders in connection with any action by consent in writing in lieu of a meeting, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), as amended or supplemented from time to time, will comply in all material respects with the applicable requirements of the Exchange Act and the DGCL. The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Company Stockholders' Meeting (if any) or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact (i) 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 (ii) necessary to correct any statement in any earlier filing by the Company with the SEC or communication from the Company to the holders of Shares with respect to the Offer, the Merger or the Company Stockholders' Meeting (if any) that has become false or misleading. The Schedule 14A, when filed with the SEC and first published, sent or given to stockholders of the Company, will comply in all material respects with the Exchange Act. The Schedule 14A will not, at the respective times the Schedule 14A or any amendments or supplements thereto are filed with the SEC or first published, sent or given 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no Parent and Purchaser do not make any representation or warranty with respect to any information that has been supplied in writing by Parent the Company or Purchaser or any of their its accountants, counsel or other authorized representatives in writing specifically for use in any of the foregoing documents. The Offer Documents, the Schedule TO, and any amendments or supplements thereto will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The Schedule 14D-9, when filed with the SEC and first published, sent or given to stockholders of the Company, will comply in all material respects with the Exchange Act. Neither the Schedule 14D-9 nor any None of the information provided supplied by Parent, Purchaser, or on behalf of their respective officers, directors, representatives, agents or employees (the Company specifically "Parent Information"), for inclusion in the Schedule TO Proxy Statement (as defined in Section 4.18), or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders, at the time of the Company Stockholders' Meeting (as defined in Section 4.18) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents Documents, the Schedule TO, nor any amendments thereof or supplements thereto will, at the respective times time the Schedule 14D-9Offer Documents, the Schedule TO and the Offer Documents TO, or any such amendments or supplements thereto are filed with the SEC or first published, sent or given to stockholders of the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact (i) required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or (ii) necessary to correct any statements in any earlier filing by the Company with the SEC or communication from the Company to the holder of Shares with respect to the Offer, the Merger or the Company's Stockholders' Meeting (if any) that has become false or misleading. Any proxy statement to be sent to the stockholders of the Company in connection with a meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") or the information statement to be sent to such stockholders in connection with any action by consent in writing in lieu of a meeting, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), as amended or supplemented from time to time, will comply in all material respects with the applicable requirements of the Exchange Act and the DGCL. The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Company Stockholders' Meeting (if any) or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact (i) 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 (ii) necessary to correct any statement in any earlier filing by the Company with the SEC or communication from the Company to the holders of Shares with respect to the Offer, the Merger or the Company Stockholders' Meeting (if any) that has become false or misleading. The Schedule 14A, when filed with the SEC and first published, sent or given to stockholders of the Company, will comply in all material respects with the Exchange Act. The Schedule 14A will not, at the respective times the Schedule 14A or any amendments or supplements thereto are filed with the SEC or first published, sent or given 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 light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no Parent and Purchaser do not make any representation or warranty with respect to any information that has been supplied in writing by Parent the Company or Purchaser or any of their its accountants, counsel or other authorized representatives in writing specifically for use in any of the foregoing documents. The Offer Documents, the Schedule TO, and any amendments or supplements thereto will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The Neither the Schedule 14D-9, when filed with the SEC and first published, sent or given to stockholders of the Company, will comply in all material respects with the Exchange Act. Neither the Schedule 14D-9 nor any of the information provided supplied by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents willDocuments, shall, at the respective times that the Schedule 14D-9, the Schedule TO and 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, contain any untrue statement of a material fact or omit to state any material fact (i) required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or (ii) necessary to correct any statements in any earlier filing by the Company with the SEC or communication from the Company to the holder of Shares with respect to the Offer, the Merger or the Company's Stockholders' Meeting (if any) that has become false or misleading. Any proxy statement to be sent to the stockholders of the Company in connection with a meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") or the information statement to be sent to such stockholders in connection with any action by consent in writing in lieu of a meetingshareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), as amended or supplemented from time to time, will comply in all material respects with the applicable requirements of the Exchange Act and the DGCL. The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Company Stockholders' Meeting (if any) or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact (i) 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 (ii) necessary to correct any statement in any earlier filing by the Company with the SEC or communication from the Company to the holders of Shares with respect to the Offer, the Merger or the Company Stockholders' Meeting (if any) that has become false or misleading. The Schedule 14A, when filed with the SEC and first published, sent or given to stockholders of the Company, will comply in all material respects with the Exchange Act. The Schedule 14A will not, at the respective times the Schedule 14A or any amendments or supplements thereto are filed with the SEC or first published, sent or given to stockholders of the Companycase 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 were made, not misleading. Neither the proxy statement to be sent to the shareholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company ------- Stockholders' Meeting") or the information statement to be sent to such --------------------- shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is referred to as the "Proxy Statement"), shall, at the --------------- date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Company Stockholders' Meeting and at the Effective 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 made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting which has become false or misleading. The Schedule 14D-9 and the Proxy Statement will comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information that has been supplied to the Company by Parent or Purchaser or any of their accountants, counsel or other authorized representatives which is contained in writing specifically for use in any of the foregoing documentsdocument.

Offer Documents; Proxy Statement. The Schedule 14D-9Offer Documents, when as filed pursuant to Section 1.1, will not, at the time such Offer Documents (or any amendments or supplements thereto) are filed with the SEC and or are first published, sent or given to the stockholders of the Company, will comply in all material respects with Company and at the Exchange Act. Neither the Schedule 14D-9 nor any of the information provided by or on behalf of the Company specifically for inclusion in the Schedule TO or time Shares are purchased pursuant to the Offer Documents will, at the respective times the Schedule 14D-9, the Schedule TO and the Offer Documents or any amendments or supplements thereto are filed with the SEC or first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact (i) required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or (ii) necessary to correct any statements in any earlier filing incorporated by the Company with the SEC or communication from the Company to the holder of Shares with respect to the Offer, the Merger or the Company's Stockholders' Meeting (if any) that has become false or misleading. Any proxy statement to be sent to the stockholders of the Company in connection with a meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") or the information statement to be sent to such stockholders in connection with any action by consent in writing in lieu of a meeting, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), as amended or supplemented from time to time, will comply in all material respects with the applicable requirements of the Exchange Act and the DGCL. The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Company Stockholders' Meeting (if any) or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact (i) required to be stated reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information specifically supplied in writing by Parent for inclusion in the Proxy Statement shall not, on the date the Proxy Statement (or (iiany amendments or supplements thereto) necessary to correct any statement in any earlier filing by the Company with the SEC or communication from the Company is first mailed to the holders of Shares with respect to the Offer, the Merger or the Company Stockholders' Meeting (if any) that has become false or misleading. The Schedule 14A, when filed with the SEC and first published, sent or given to stockholders of the Company, will comply in all material respects with the Exchange Act. The Schedule 14A will not, at the respective times the Schedule 14A or any amendments or supplements thereto are filed with the SEC or first published, sent or given to stockholders time of the CompanyStockholders Meeting, if any, and at the Effective Time, contain any untrue statement of a which is false or misleading with respect to any material fact 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 false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, the Company makes Parent and Purchaser make no representation or warranty with respect to any information that has been supplied by Parent or Purchaser the Company or any of their accountants, counsel its representatives which is contained in or other authorized representatives in writing specifically for use incorporated by reference in any of the foregoing documentsOffer Documents or Proxy Statement. The Offer shall comply in all material respects with the Exchange Act and the rules and regulations promulgated thereunder. The Offer Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.