Common use of Offer Documents; Proxy Statement Clause in Contracts

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser or Parent for inclusion in the Schedule 14D-9 shall, at the respective times such Offer Documents and Schedule 14D-9 are filed with the SEC or are first published, sent or given to shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders stockholders and at the time of the Company Shareholders Stockholders Meeting or and at the Parent Stockholders MeetingEffective Time, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Purchaser or any of its their respective representatives which is contained in the Offer Documents, Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Offer Documents, as amended Schedule 14D-9 and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information supplied provided or to be provided by Purchaser the Company or Parent by its auditors, attorneys, financial advisors or other consultants or advisers specifically for inclusion use in the Schedule 14D-9 shall, at the respective times such Offer Documents and any other documents to be filed with the SEC in connection with the transactions contemplated hereby, including any amendment or supplement to such documents, shall, on the respective dates the Schedule 14D-9 14D-9, the Offer Documents and any other documents to be filed with the SEC in connection with the transactions contemplated hereby or any supplements or amendments thereto are filed with the SEC or are on the date first published, sent or given to shareholdersthe Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The proxy or information statement or similar materials distributed, if any, to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto (the "Proxy Statement Statement"), shall not, at the date time filed with the Proxy Statement (or any amendment thereof or supplement thereto) is first SEC, at the time mailed to Company Shareholders and Parent Stockholders and the Company's stockholders, at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false if any, or misleading with respect to at the Effective Time, contain any untrue statement of a 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 are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied provided by the Company Parent, Acquisition Sub or any of its representatives which is contained their auditors, attorneys, financial advisors or other consultants or advisors specifically for use in the Offer Documents, Schedule 14D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 joint proxy statement to be sent to the shareholders of the Company and the stockholders of Parent in connection with the 26 22 Company Shareholders Meeting (as defined in Section 6.1) or the Parent Stockholders Meeting (as defined in Section 6.1), as the case may be (such joint proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders shareholders and Parent Stockholders stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The registration statement on Form S-4 of Parent with respect to the issuance of Parent Common Stock in the Merger (the "Registration Statement Statement") will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Purchaser or any of its their respective representatives which is contained in the Offer Documents, Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Offer Documents, as amended Schedule 14D- 9 and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser Parent or Parent Merger Sub for inclusion in the Schedule 14D-9 shallwill, at the respective times such time the Offer Documents and Documents, the Schedule 14D-9 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 misleading. The information supplied by Parent for inclusion in any proxy statement to be sent to stockholders of the Company in connection with a meeting of the Company's stockholders to consider the Merger (the "Company Meeting") (such proxy statement, as amended or supplemented, the "Proxy Statement"), on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, 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 therein, in light of the circumstances under which they are made, not misleading, or shall, at the time of the Company 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 Company Shareholders Meeting or the Parent Stockholders Meeting which has shall have become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in any of the Offer Documents, the Proxy Statement or the Registration Statementany amendment or supplement thereto. The Offer Documents, Documents shall comply as amended and supplemented, the Proxy Statement and the Registration Statement will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither (a) The proxy statement to be sent to the Offer Documents nor any 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 supplied by Purchaser statement to be sent to such stockholders, as appropriate (such proxy statement or Parent for inclusion in information statement, as amended or supplemented, is herein referred to as the Schedule 14D-9 shall"Proxy Statement"), at the respective times such Offer Documents date mailed to the stockholders of the Company and Schedule 14D-9 are filed at the time of the Company Stockholders' Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to shareholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall notSchedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company or its Affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule 14D-1 or the Offer Documents will, at the date respective times the Proxy Statement (Schedule 14D-9, the Schedule 14D-1 and the Offer Documents or any amendment thereof amendments or supplement thereto) is supplements thereto are filed with the SEC and are first mailed published, sent or given to Company Shareholders and Parent Stockholders and at the time stockholders of the Company Shareholders Meeting or the Parent Stockholders MeetingCompany, be false or misleading with respect to contain any untrue statement of a 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 are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no No representation or warranty is made by the Company with respect to any information supplied or approved by the Company Parent or any of its representatives which is contained the Purchaser specifically for inclusion in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableSchedule 14D-9.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser or Parent for inclusion in the Schedule 14D-9 shallNote Tender Offer Documents will, at the respective times time such Offer Documents and Schedule 14D-9 documents are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 information supplied by Parent for inclusion in the Schedule 14D- 9, the Information Statement or the Proxy Statement will not, on the date such document (or any amendment or supplement thereto) is first mailed to stockholders of the Company, with respect to the Information Statement, at the time Shares are accepted for payment in the Offer and with respect to the Note Tender Offer Documents, at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, and with respect to the Proxy Statement at the time of the Special Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or 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 Shareholders Meeting or the Parent Stockholders Special Stockholders' Meeting which has shall have become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in any of the foregoing documents or the Offer Documents, the Proxy Statement Documents or the Registration StatementNote Tender Offer Documents. The Offer Documents, as amended and supplemented, the Proxy Statement Documents and the Registration Statement will Note Tender Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act, the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information supplied by Purchaser or Parent the Company in writing for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders stockholders and at the time of the Company Shareholders Stockholders Meeting or and at the Parent Stockholders MeetingEffective Time, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Purchaser or any of its their respective representatives in writing which is contained in the Offer Documents, Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Offer Documents, as amended Schedule 14D-9 and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither None of the Offer -------------------------------- Documents nor any of the information supplied by Purchaser Parent or Parent Merger Subsidiary specifically for inclusion in the Schedule 14D-9 shall, at the time the respective times such Offer Documents and documents or the Schedule 14D-9 are filed with the SEC or are first published, sent or given to shareholdersshareholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 information supplied by Parent for inclusion in the Statement will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to shareholders of the Company, or at the time of the Shareholders' Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is incorrect or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not materially incorrect or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Shareholders' Meeting which has shall have become false materially incorrect or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Subsidiary make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in any of the foregoing documents or the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither The Proxy Statement will comply in all material respects with the Offer Documents nor applicable requirements of the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to any information supplied to the Company by Parent or Merger Sub or any of the information supplied by Purchaser or Parent their Affiliates specifically for inclusion in the Schedule 14D-9 shallProxy Statement. The Proxy Statement will not, at the respective times such Offer Documents and Schedule 14D-9 are time the Proxy Statement is filed with the SEC or are first publishedsent to stockholders, sent at the time of the Company's stockholders' meeting or given to shareholders, as at the case may beEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the meeting of the Company's stockholders held for approval of the Merger which has become false or misleading. The Proxy Statement shall notNeither the Schedule 14D-9 nor any of the information relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule 14D-1 or the Offer Documents will, at the date respective times the Proxy Statement (Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC or any amendment thereof are first published, sent or supplement thereto) is first mailed given to Company Shareholders and Parent Stockholders and at the time stockholders of the Company Shareholders Meeting or the Parent Stockholders MeetingCompany, be false or misleading with respect to contain any untrue statement of a 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 are were made, not misleading or necessary to correct any statement in any earlier communication misleading, except that no representation is made by the Company with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any written information supplied by the Company Parent or any of its representatives which is contained Merger Sub or their Affiliates specifically for inclusion in the Offer Documents, the Proxy Statement or the Registration StatementSchedule 14D-9. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement Schedule 14D-9 will comply in all material respects as to form with the requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableAct.

Offer Documents; Proxy Statement. Neither (a) The proxy statement to be sent to the Offer Documents nor any Shareholders in connection with a meeting of the Shareholders to consider the Merger (the "COMPANY SHAREHOLDERS' MEETING") or the information supplied by Purchaser statement to be sent to Shareholders, as appropriate (such proxy statement or Parent for inclusion in information statement, as amended or supplemented, is herein referred to as the Schedule 14D-9 shall"PROXY STATEMENT"), at the respective times such Offer Documents date mailed to the Shareholders and Schedule 14D-9 are filed at the time of the Company Shareholders' Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to shareholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall notNeither the Schedule 14D-9 nor any of the information relating to the Company or its Affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule 14D-1 or the other Offer Documents will, at the date respective times the Proxy Statement (Schedule 14D-9, the Schedule 14D-1 and the other Offer Documents or any amendment thereof amendments or supplement thereto) is supplements thereto are filed with the SEC and are first mailed published, sent or given to Company Shareholders and Parent Stockholders and at the time Shareholders, contain any untrue statement of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any a 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 are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no No representation or warranty is made by the Company with respect to any information supplied by the Company Parent or any of its Purchaser or their counsel or other authorized representatives which is contained specifically for inclusion in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableSchedule 14D-9.

Offer Documents; Proxy Statement. Neither Schedule 14D-9. ------------------------------------------------ None of the Offer Documents Documents, the Schedule TO or the State Filings nor any of the information supplied by Purchaser Parent or Parent Merger Subsidiary for inclusion in the Schedule 14D-9 shallwill, at the respective times such time the Offer Documents and Documents, the Schedule TO, the State Filings, the Schedule 14D-9 or any amendments or supplements thereto, are filed with the SEC or any applicable state authority or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 misleading. The information supplied by Parent and Merger Subsidiary for inclusion in the letter to stockholders, notice of meeting, proxy statement and form of proxy, or the information statement, as the case may be, to be distributed to stockholders in connection with the Merger, or any schedule required to be filed with the SEC in connection therewith (collectively, the "Proxy Statement"), 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, or shall, at the time of the meeting of the Company's stockholders (the "Company Stockholder 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 Company Shareholders Meeting or the Parent Stockholders Stockholder Meeting which has shall have become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Subsidiary make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in any of the Offer Documents, the Proxy Statement or Schedule TO, the Registration Statement. The Offer Documents, as amended and supplementedState Filings, the Proxy Statement or any amendment or supplement thereto. The Offer Documents and the Registration Statement will Schedule TO shall comply as to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Subject to the accuracy of the representations and warranties of the Company contained in Section 4.2(v): (i) Neither the Offer Documents nor any of the information supplied by or on behalf of Parent or Purchaser or Parent for inclusion in the Schedule 14D-9 shallOffer Documents will, at the respective times such time the Offer Documents and Schedule 14D-9 are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 were made, not misleading. (ii) In the event a Stockholders’ Meeting is held, the information supplied by or on behalf of Parent or Purchaser for inclusion in the Proxy Statement will not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company or at the time of the Stockholders’ 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 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 Company Shareholders Stockholders’ Meeting or the Parent Stockholders Meeting which has that shall have become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. . (iii) Notwithstanding the foregoingforegoing provisions of this Section 4.3(h), Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained Representatives for inclusion in the Offer Documents, Documents or the Proxy Statement or the Registration Statement. , if applicable. (iv) The Offer DocumentsDocuments will, at the time such documents are filed with the SEC, at the time the Offer Documents are mailed to the holders of Shares, and at the time any amendment or supplement thereto is filed with the SEC, comply as amended and supplemented, the Proxy Statement and the Registration Statement will comply to form in all material respects as to form with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither The Offer Documents shall not, at the time the Offer Documents nor or any of the information supplied by Purchaser amendments or Parent for inclusion in the Schedule 14D-9 shall, at the respective times such Offer Documents and Schedule 14D-9 are filed with the SEC or supplements thereto are first published, sent or given to shareholdersCompany's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, (ii) none of the information supplied in writing by Parent or Newco specifically for inclusion in the Schedule 14D-9 will, at the date time the Proxy Statement (or any amendment thereof or supplement thereto) Schedule 14D-9 is first mailed to Company Shareholders and Parent Stockholders filed with the SEC, and at the any time it is amended or supplemented, contain any untrue statement of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any a 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 are were made, not misleading (iii) none of the information supplied in writing by Parent or necessary to correct any statement Newco specifically for inclusion in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Proxy Statement will notwill, at the date it is first mailed to the stockholders of Company or at the time of the Registration Statement becomes effective under the Securities ActStockholders Meeting, contain any untrue statement of a material fact or omit to state a 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 and (iv) the Schedule 14f-1 will not, at the time the Schedule 14f-1 is filed with the SEC, and at any time it is amended or supplemented, 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 statement therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, neither Parent and Purchaser make no nor Newco makes any representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply incorporated by reference in all material respects as to form with the requirements any of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableforegoing documents.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) nor the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders stockholders and at the time of the Company Shareholders Stockholders Meeting or and at the Parent Stockholders MeetingEffective Time, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Purchaser or any of its their respective representatives which is contained in the Offer Documents, Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Offer Documents, as amended Schedule 14D-9 and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser or Parent for inclusion in the The Schedule 14D-9 shall14D-9, at the respective times such Offer Documents and Schedule 14D-9 are when filed with the SEC or are and first published, sent or given to shareholdersstockholders of the Company, as will comply in all material respects with the case may beExchange Act and the rules and regulations thereunder. 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 required to be stated therein or incorporated necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No representation is made by reference the Company with respect to written information supplied by UMI or MergerSub specifically for inclusion in the Schedule 14D-9. 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 "STOCKHOLDERS' MEETING") (such proxy statement, as amended or supplemented, is herein referred to as the "PROXY STATEMENT"), will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is being made by the Company with respect to UMI Information contained therein. The Proxy Statement will not, at the time the Proxy Statement is filed with the SEC or first sent to stockholders, at the time of the Stockholders' Meeting or 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 therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. The Schedule 14D-9 and the Schedule 13E-3 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Offer Documents Schedule 14D-9, the Schedule 13E-3 nor any of the information supplied relating to the Company or its affiliates provided by Purchaser or Parent on behalf of the Company specifically for inclusion in the Schedule 14D-9 shallTO, the Schedule 13E-3 or the Offer Documents will, at the respective times such the Schedule 14D-9, the Schedule TO and the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to shareholders, as shareholders of the case may beCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No representation is made by reference the Company with respect to written information supplied by Parent or Purchaser specifically for inclusion in the Schedule 14D-9 or the Schedule 13E-3. The proxy statement to be sent to the shareholders of the Company in connection with the meeting of the Company's shareholders to consider the Merger (the "Company Shareholders' Meeting") or the information statement to be sent to such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is being made by the Company with respect to Parent Information. 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 shareholders, at the time of the Company Shareholders Meeting or 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 therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, if any, and at the Effective Time, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Purchaser or any of its their respective representatives which is contained in the Offer Documents, Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Offer Documents, as amended Schedule 14D-9 and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither (a) None of the Offer Documents nor will, at the time such documents are filed with the SEC, at the time such documents are mailed to the stockholders of the Company and at the time any amendment or supplement thereto is filed with the SEC, contain any untrue statement of a material fact or omit to state a 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 are made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by or on behalf of the Company or an Affiliate of the Company specifically for inclusion therein. The Offer Documents will, at the time the Offer Documents are filed with the SEC, at the time they are mailed to the stockholders of the Company, and at the time any amendment or supplement thereto is filed with the SEC, comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder. (b) None of the information supplied in writing by Parent or Purchaser or Parent specifically for inclusion in the Proxy Statement or the Schedule 14D-9 shallwill, at the respective times such Offer Documents time of filing with the SEC, at the time of first mailing to the stockholders of the Company and Schedule 14D-9 are filed at the time of filing of any amendment or supplement thereto with the SEC or are first published(and, sent or given to shareholders, as in the case may beof the Proxy Statement, at the time of the Special Meeting), contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9 nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 shallOffer Documents will, at the respective times such the Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The Proxy Statement shall will not, at on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time stockholders of the Company Shareholders Meeting or the Parent Stockholders MeetingCompany, be false or misleading with respect to 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 and will not, at the time of the Company 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 Company Shareholders Meeting or the Parent Stockholders Meeting which has shall have become false or misleadingmisleading in any material respect. The Registration Schedule 14D-9 and the Proxy Statement will notwill, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied when filed by the Company or any of its representatives which is contained in with the Offer DocumentsSEC, the Proxy Statement or the Registration Statement. The Offer Documents, comply as amended and supplemented, the Proxy Statement and the Registration Statement will comply to form in all material respects as to form with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and thereunder. Notwithstanding the Securities Act and foregoing, the rules and regulations promulgated thereunder, as applicableCompany makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub which is contained in any of the foregoing documents.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such that the Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Proxy Statement shall notNeither the proxy statement to be sent to the stockholders 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 stockholders, 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 Company Shareholders and Parent Stockholders and stockholders, at the time of the Company Shareholders Stockholders' Meeting or and at the Parent Stockholders MeetingEffective Time, be false or misleading with respect to 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 Shareholders Meeting or the Parent Stockholders Stockholders' Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent Schedule 14D-9 and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.. ARTICLE IV

Offer Documents; Proxy Statement. Neither the Offer Documents ------------------------------------------------ Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Transactions, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents shall, at the respective times the Schedule 14D-9, any such other filings by the Company, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement shall Statement, if any, will not, at on the date the Proxy Statement (or including any amendment thereof or supplement thereto) is first mailed to stockholders of the Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Special Meeting, be false or misleading with respect to 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 and the Proxy Statement will not, 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 Company Shareholders Meeting or the Parent Stockholders Special Meeting which has shall have become false or misleadingmisleading in any material respect. The Registration Statement will notSchedule 14D-9, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact other document required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied filed by the Company or any of its representatives which is contained with the SEC in connection with the Offer DocumentsTransactions, and the Proxy Statement or will, when filed by the Registration Statement. The Offer DocumentsCompany with the SEC, comply as amended and supplemented, the Proxy Statement and the Registration Statement will comply to form in all material respects as to form with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the statements made in any of the foregoing documents based on and the Securities Act and the rules and regulations promulgated thereunder, as applicablein conformity with information supplied in writing by or on behalf of Parent or Sub specifically for inclusion therein.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D- ----------------------------------------------- 9, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false if any, and at the Effective Time, contain any untrue or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Purchaser or any of its their respective representatives which is contained in the Offer Documents, Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Offer Documents, as amended Schedule 14D-9 and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any None of the information supplied by Purchaser the Parent, the Purchaser, their respective officers, directors, representatives, agents or Parent employees, for inclusion in the Schedule 14D-9 shallProxy Statement, or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders of the Company or at the respective times such Offer Documents and Schedule 14D-9 are filed with time of the SEC or are first published, sent or given to shareholders, as the case may beCompany Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements thereinwhich, at such time and in light of the circumstances under which they were it will be made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, 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. The Schedule 14D-1 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-1 nor any of the information relating to Parent or its Affiliates provided by or on behalf of Parent specifically for inclusion in the Schedule 14D-9 will, at the respective times the Schedule 14D-1, the Schedule 14D-9 and the Offer Documents or any amendments or supplements thereto are filed with the SEC and 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 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 were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no No representation or warranty is made by Parent with respect to any information supplied or approved by the Company or any of its representatives which is contained specifically for inclusion in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableSchedule 14D-1.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D- 9, nor any of the information supplied by Purchaser or Parent the Company in writing for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders stockholders and at the time of the Company Shareholders Stockholders Meeting or and at the Parent Stockholders MeetingEffective Time, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Purchaser or any of its their respective representatives in writing which is contained in the Offer Documents, Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Offer Documents, as amended Schedule 14D-9 and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 joint proxy statement to be sent to the shareholders of the Company and the stockholders of Parent in connection with the Company Shareholders Meeting (as defined in Section 6.1) or the Parent Stockholders Meeting (as defined in Section 6.1), as the case may be (such joint proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders shareholders and Parent Stockholders stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The registration statement on Form S-4 of Parent with respect to the issuance of Parent Common Stock in the Merger (the "Registration Statement Statement") will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Purchaser or any of its their respective representatives which is contained in the Offer Documents, Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Offer Documents, as amended Schedule 14D-9 and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither The proxy statement to be sent to the Offer Documents nor any Stockholders in connection with the meeting of the Stockholders to consider the Merger (the "COMPANY STOCKHOLDERS' MEETING") or the information supplied by Purchaser statement to be sent to such Stockholders, as appropriate (such proxy statement or Parent for inclusion in information statement, as amended or supplemented, is herein referred to as the Schedule 14D-9 shall"PROXY STATEMENT"), at the respective times such Offer Documents date mailed to the Stockholders and Schedule 14D-9 are filed at the time of the Company Stockholders Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to shareholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall notSchedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents will, at the date respective times the Proxy Statement (Schedule 14D-9, the Schedule TO and the Offer Documents or any amendment thereof amendments or supplement thereto) is supplements thereto are filed with the SEC and are first mailed published, sent or given to Company Shareholders and Parent Stockholders and at the time Stockholders, contain any untrue statement of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any a 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 are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no No representation or warranty is made by the Company with respect to any information supplied by the Company Parent or any of its representatives which is contained Purchaser specifically for inclusion in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableSchedule 14D-9.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser Parent or Parent Merger Sub for inclusion in the Schedule 14D-9 shallwill, at the respective times such time that the Offer Documents and Documents, the Schedule 14D-9 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration information supplied by Parent for inclusion in any proxy or information statement to be sent to stockholders of the Company in connection with a meeting of the Company's stockholders to consider and vote on the Merger (the "COMPANY MEETING") (such proxy or information statement, as amended or supplemented, the "PROXY STATEMENT"), on the date that the Proxy Statement will not, (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Registration Statement becomes effective under the Securities ActCompany Meeting, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in any of the Offer Documents, the Proxy Statement or the Registration Statementany amendment or supplement thereto. The Offer Documents, Documents shall comply as amended and supplemented, the Proxy Statement and the Registration Statement will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunderAct, as if applicable.

Offer Documents; Proxy Statement. Neither The proxy statement to be sent to the Offer Documents nor any stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") or the information supplied by Purchaser statement to be sent to such stockholders, as appropriate (such proxy statement or Parent for inclusion in information statement, as amended or supplemented, is referred to herein as the Schedule 14D-9 shall"PROXY STATEMENT"), at the respective times such Offer Documents date mailed to the stockholders of the Company and Schedule 14D-9 are filed at the time of the Company Stockholders Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to shareholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Proxy Statement shall notSchedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents will, at the date respective times the Proxy Statement (Schedule 14D-9, the Schedule TO and the Offer Documents or any amendment thereof amendments or supplement thereto) is supplements thereto are filed with the SEC and are first mailed published, sent or given to Company Shareholders and Parent Stockholders and at the time stockholders of the Company Shareholders Meeting or the Parent Stockholders MeetingCompany, be false or misleading with respect to contain any untrue statement of a 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 are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no No representation or warranty is made by the Company with respect to any information supplied by the Company Purchaser or any of its representatives which is contained Merger Sub specifically for inclusion in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableSchedule 14D-9.

Offer Documents; Proxy Statement. None of the information -------------------------------- supplied by Parent, Purchaser, their respective officers, directors, representatives, agents or employees (the "Parent Information"), for inclusion ------------------ in the Proxy Statement, or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to Stockholders or at the time of the Company Stockholders' Meeting, contain any statement which, at such time and in light of the circumstances under which it is 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 nor any of the information supplied by Purchaser amendments thereof or Parent for inclusion in the Schedule 14D-9 shallsupplements thereto will, at any time the respective times such Offer Documents and Schedule 14D-9 or any such amendments or supplements are filed with the SEC or are first published, sent or given to shareholders, as the case may beStockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser do not make no any representation or warranty with respect to any information that has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of its representatives which is contained in the Offer Documents, foregoing documents or extracted from reports or other documents filed by the Proxy Statement or Company with the Registration StatementSEC. The Offer Documents, as amended Documents and supplemented, the Proxy Statement and the Registration Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information specifically supplied in writing by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are SEC, first published, sent or given to shareholders, as the case may bestockholders of the Company and at the time Shares are purchased pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) nor the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and such stockholders, at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, if any, and at the Effective Time, be false or misleading with respect to any 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 false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation or warranty with respect to any information supplied by the Company Parent or Purchaser or any of its their respective representatives which is contained in or incorporated by reference in the Offer Documents, Schedule 14D-9 or the Proxy Statement or the Registration Statement. The Offer DocumentsSchedule 14D-9, as amended and or supplemented, and the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any None of the information supplied or to be supplied by Purchaser or Parent CCI for inclusion or incorporation by reference in (i) the Schedule 14D-9 shallForm S-4 will, at the respective times such Offer Documents and Schedule 14D-9 are time the Form S-4 is filed with the SEC SEC, and at any time it is amended or are first published, sent supplemented or given to shareholders, as at the case may betime it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The , (ii) the Proxy Statement shall notwill, at the date the Proxy Statement (or any amendment thereof or supplement thereto) it is first mailed to Company Shareholders and Parent Stockholders and CCI's shareholders or at the time of the Company CCI Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to contain any untrue statement of a 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 are made, not misleading misleading, or necessary to correct any statement in any earlier communication with respect to (iii) the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will notOffer Documents will, at the time the Registration Statement becomes effective under Offer Documents or any amendments or supplements thereto are first published, sent or given to holders of the Securities ActNotes, or at the time the applicable Debt Offer is consummated, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent and Purchaser make except that in each case no representation or warranty is made by CCI with respect to any statements made or incorporated by reference therein based on information supplied in writing by the Company or any Merger Sub specifically for inclusion therein. The Form S-4 will, as of its representatives which is effective date, and the prospectus contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documentstherein will, as amended and supplementedof its date, the Proxy Statement and the Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableexcept that in each case no representation is made by CCI with respect to statements made or incorporated by reference therein based on information supplied in writing by Merger Sub specifically for inclusion therein.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, any other document required to be filed by the Company with the SEC in connection with the Transactions, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents shall, at the respective times the Schedule 14D-9, any such other filings by the Company, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were are made, not misleading. The Proxy Statement shall will not, at on the date the Proxy Statement (or including any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time stockholders of the Company Shareholders Meeting or the Parent Stockholders MeetingCompany, be false or misleading with respect to 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 shall, at the time of the Special Meeting (as hereinafter defined) or at the Effective Time, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Special Meeting which has shall have become false or misleadingmisleading in any material respect. The Registration Statement will notSchedule 14D-9, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact other document required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied filed by the Company or any of its representatives which is contained with the SEC in connection with the Offer Documents, Transactions and the Proxy Statement or will, when filed by the Registration Statement. The Offer DocumentsCompany with the SEC, comply as amended and supplemented, the Proxy Statement and the Registration Statement will comply to form in all material respects as to form with the requirements applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the statements made in any of the foregoing documents based on and the Securities Act and the rules and regulations promulgated thereunder, as applicablein conformity with information supplied by or on behalf of Parent or Purchaser in writing specifically for inclusion therein.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any None of the information supplied by Purchaser or Parent the Company for inclusion in (i) the Schedule 14D-9 Offer Documents, shall, at the respective times such time the Offer Documents and Schedule 14D-9 are filed with the SEC or any amendments or supplements thereto are first published, sent or given to shareholdersnoteholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 , (ii) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of the Common Stock of the Company following the Merger (such Form S-4, as amended or supplemented, is herein referred to as the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 not misleading and (iii) the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement") will, at the date the Proxy Statement (or any amendment thereof or supplement thereto) it is first mailed to Company Shareholders and Parent Stockholders and the Company's stockholders or at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to contain any untrue statement of a 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 are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will notForm S-4 will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any as of its representatives which is effective date, and the prospectus contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documentstherein will, as amended and supplementedof its date, the Proxy Statement and the Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder thereunder, except that no 27 representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Newco specifically for inclusion in the Proxy Statement. For purposes of this Agreement, the parties agree that statements made and information in the Offer Documents, the Form S-4 and the Securities Act Proxy Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by the Company and the rules and regulations promulgated thereunder, as applicablenot by Newco.

Offer Documents; Proxy Statement. Neither The proxy statement to be sent -------------------------------- to the Offer Documents nor any Stockholders in connection with the meeting of the Stockholders to consider the Merger (the "Company Stockholders' Meeting") or the information supplied by Purchaser ----------------------------- statement to be sent to such Stockholders, as appropriate (such proxy statement or Parent for inclusion in information statement, as amended or supplemented, is herein referred to as the Schedule 14D-9 shall"Proxy Statement"), at the respective times such Offer Documents date mailed to the Stockholders and Schedule 14D-9 are filed at the time --------------- of the Company Stockholders Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to shareholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall notSchedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents will, at the date respective times the Proxy Statement (Schedule 14D-9, the Schedule TO and the Offer Documents or any amendment thereof amendments or supplement thereto) is supplements thereto are filed with the SEC and are first mailed published, sent or given to Company Shareholders and Parent Stockholders and at the time Stockholders, contain any untrue statement of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any a 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 are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no No representation or warranty is made by the Company with respect to any information supplied by the Company Parent or any of its representatives which is contained Purchaser specifically for inclusion in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableSchedule 14D-9.

Offer Documents; Proxy Statement. The Schedule 14D-9 will comply as to form in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Offer Documents Schedule 14D-9 nor any of the information supplied relating to the Company or its affiliates provided by Purchaser or Parent on behalf of the Company specifically for inclusion in the Schedule 14D-9 shallTO or the Offer Documents will, at the respective times such the Schedule 14D-9, the Schedule TO and the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to shareholders, as stockholders of the case may beCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by reference the Company with respect to written information supplied by Parent or Purchaser or their respective accountants, counsel or other authorized representatives, specifically for inclusion in the Schedule 14D-9. The proxy statement to be sent to the stockholders 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 stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. 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 or 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 therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make except that no representation or warranty is being made by the Company with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableParent Information.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser Parent or Parent Merger Sub for inclusion in the Schedule 14D-9 shallwill, at the respective times such time the Offer Documents and Documents, the Schedule 14D-9 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 misleading. The information supplied by Parent for inclusion in any proxy statement to be sent to stockholders of the Company in connection with a meeting of the Company's stockholders to consider the Merger (the "COMPANY MEETING") (such proxy statement, as amended or supplemented, the "PROXY STATEMENT"), on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, 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 therein, in light of the circumstances under which they are made, not misleading, or shall, at the time of the Company 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 Company Shareholders Meeting or the Parent Stockholders Meeting which has shall have become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in any of the Offer Documents, the Proxy Statement or the Registration Statementany amendment or supplement thereto. The Offer Documents, Documents shall comply as amended and supplemented, the Proxy Statement and the Registration Statement will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. The Schedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Offer Documents Schedule 14D-9 nor any of the information supplied relating to the Company or its affiliates provided by Purchaser or Parent on behalf of the Company specifically for inclusion in the Schedule 14D-9 shall14D-1 or the Offer Documents will, at the respective times such the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to shareholders, as stockholders of the case may beCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated by reference necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The proxy statement to be sent to the stockholders 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 stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. 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 or 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 therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make the Company makes no representation representation, warranty or warranty covenant with respect to any information supplied or required to be supplied by the Company Parent or any of its representatives Purchaser which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements omitted from any of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableforegoing documents.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser or Parent for inclusion in the Schedule 14D-9 shallNote Tender Offer Documents will, at the respective times time such Offer Documents and Schedule 14D-9 documents are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 information supplied by Parent for inclusion in the Schedule 14D-9, the Information Statement or the Proxy Statement will not, on the date such document (or any amendment or supplement thereto) is first mailed to stockholders of the Company, with respect to the Information Statement, at the time Shares are accepted for payment in the Offer and with respect to the Note Tender Offer Documents, at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, and with respect to the Proxy Statement at the time of the Special Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or 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 Shareholders Meeting or the Parent Stockholders Special Stockholders' Meeting which has shall have become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in any of the foregoing documents or the Offer Documents, the Proxy Statement Documents or the Registration StatementNote Tender Offer Documents. The Offer Documents, as amended and supplemented, the Proxy Statement Documents and the Registration Statement will Note Tender Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act, the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. None of the information supplied by Parent, Purchaser, their respective officers, directors, representatives, agents or employees (the "PARENT INFORMATION"), for inclusion in the Proxy Statement, or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to Stockholders or at the time of the Company Stockholders' Meeting, contain any statement which, at such time and in light of the circumstances under which it is 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 nor any of the information supplied by Purchaser amendments thereof or Parent for inclusion in the Schedule 14D-9 shallsupplements thereto will, at any time the respective times such Offer Documents and Schedule 14D-9 or any such amendments or supplements are filed with the SEC or are first published, sent or given to shareholders, as the case may beStockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser do not make no any representation or warranty with respect to any information that has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of its representatives which is contained in the Offer Documents, foregoing documents or extracted from reports or other documents filed by the Proxy Statement or Company with the Registration StatementSEC. The Offer Documents, as amended Documents and supplemented, the Proxy Statement and the Registration Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any None of the information supplied by Purchaser the Purchaser, Merger Sub or Parent their respective officers, directors, representatives, agents or employees (the "PURCHASER INFORMATION"), for inclusion in the Schedule 14D-9 shallProxy Statement (as defined in SECTION 4.10), or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders of the Company or at the respective times such Offer Documents and Schedule 14D-9 are filed with time of the SEC or are first published, sent or given to shareholders, Company Stockholders Meeting (as the case may bedefined in SECTION 4.10), contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary which, at such time and in order to make the statements therein, in light of the circumstances under which they were it will be made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, will be false or misleading with respect to any material fact, or will 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, 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will notNeither the Offer Documents nor any amendments thereof or supplements thereto will, at the any time the Registration Statement becomes effective under Offer Documents or any such amendments or supplements are filed with the Securities ActSEC or first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent the Purchaser and Purchaser Merger Sub do not make no any representation or warranty with respect to any information that has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statementforegoing documents. The Offer Documents, as amended Documents and supplemented, the Proxy Statement and the Registration Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser Parent or Parent Merger Sub for inclusion in the Schedule 14D-9 shallwill, at the respective times such time that the Offer Documents and Documents, the Schedule 14D-9 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration information supplied by Parent for inclusion in any proxy or information statement to be sent to stockholders of the Company in connection with a meeting of the Company's stockholders to consider and vote on the Merger (the "Company Meeting") (such proxy or information statement, as amended or supplemented, the "Proxy Statement"), on the date that the Proxy Statement will not, (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Registration Statement becomes effective under the Securities ActCompany Meeting, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in any of the Offer Documents, the Proxy Statement or the Registration Statementany amendment or supplement thereto. The Offer Documents, Documents shall comply as amended and supplemented, the Proxy Statement and the Registration Statement will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunderAct, as if applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any None of the information -------------------------------- supplied by the Purchaser, Merger Sub or their respective officers, directors, representatives, agents or employees (the "Purchaser or Parent Information"), for inclusion in the Schedule 14D-9 shallProxy Statement (as defined in Section 4.10), or in any ------------ amendments thereof or supplements thereto, will, on the date the Proxy Statement is first mailed to stockholders of the Company or at the respective times such Offer Documents and Schedule 14D-9 are filed with time of the SEC or are first published, sent or given to shareholders, Company Stockholders Meeting (as the case may bedefined in Section 4.10), contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary which, ------------ at such time and in order to make the statements therein, in light of the circumstances under which they were it will be made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, will be false or misleading with respect to any material fact, or will 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, 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will notNeither the Offer Documents nor any amendments thereof or supplements thereto will, at the any time the Registration Statement becomes effective under Offer Documents or any such amendments or supplements are filed with the Securities ActSEC or first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent the Purchaser and Purchaser Merger Sub do not make no any representation or warranty with respect to any information that has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statementforegoing documents. The Offer Documents, as amended Documents and supplemented, the Proxy Statement and the Registration Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Schedule 14D-9. Neither the Offer Documents ------------------------------------------------ Schedule TO nor any of the information supplied by Purchaser or Parent Merger Sub for inclusion in the Schedule 14D-9 shallwill, at the respective times such Offer Documents and the Schedule 14D-9 TO, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 information supplied by Purchaser for inclusion in the Proxy Statement 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 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 Company Shareholders Meeting or the Parent Stockholders Special Meeting which has shall have become false or misleadingmisleading in any material respect. The Registration Statement will notSchedule TO will, at when filed by Merger Sub with the time SEC, comply as to form in all material respects with the Registration Statement becomes effective under requirements of the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make Exchange Act and the statements therein not misleadingrules and regulations thereunder. Notwithstanding the foregoing, Parent Purchaser and Purchaser the Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in any of the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableany amendment or supplement thereto.

Offer Documents; Proxy Statement. None of the information supplied by Parent or Purchaser, its officers, directors, representatives, agents or employees, for inclusion in the Proxy Statement, 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 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 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 nor any of the information supplied by Purchaser amendments thereof or Parent for inclusion in the Schedule 14D-9 shallsupplements thereto will, at any time the respective times such Offer Documents and Schedule 14D-9 or any such amendments or supplements are filed with the SEC or are first published, sent or given to shareholders, as the case may beCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser do not make no any representation or warranty with respect to any information that has been supplied by the Company or its accountants, counsel or other authorized representatives for use in any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statementforegoing documents. The Offer Documents, as amended Documents and supplemented, the Proxy Statement and the Registration Statement any amendments or supplements thereto will comply as to form in all material respects as to form with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any None of the information supplied by Purchaser or Parent the Company for inclusion in (i) the Schedule 14D-9 Offer Documents, shall, at the respective times such time the Offer Documents and Schedule 14D-9 are filed with the SEC or any amendments or supplements thereto are first published, sent or given to shareholdersnoteholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 , (ii) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of the Common Stock of the Company following the Merger (such Form S-4, as amended or supplemented, is herein referred to as the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 not misleading and (iii) the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement shall notStatement") will, at the date the Proxy Statement (or any amendment thereof or supplement thereto) it is first mailed to Company Shareholders and Parent Stockholders and the Company's stockholders or at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to contain any untrue statement of a 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 are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will notForm S-4 will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any as of its representatives which is effective date, and the prospectus contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documentstherein will, as amended and supplementedof its date, the Proxy Statement and the Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Newco specifically for inclusion in the Proxy Statement. For purposes of this Agreement, the parties agree that statements made and information in the Offer Documents, the Form S-4 and the Securities Act Proxy Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by the Company and the rules and regulations promulgated thereunder, as applicablenot by Newco.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any None of the information supplied by Purchaser or Parent the Company for inclusion in (i) the Schedule 14D-9 Offer Documents, shall, at the respective times such time the Offer Documents and Schedule 14D-9 are filed with the SEC or any amendments or supplements thereto are first published, sent or given to shareholdersnoteholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Proxy Statement shall not, (ii) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the issuance of the Common Stock of the Company following the Merger (such Form S-4, as amended or supplemented, is herein referred to as the "FORM S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, 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 not misleading and (iii) the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (as defined in Section 6.1) (such proxy statement, as amended or supplemented, is herein referred to as the "PROXY STATEMENT") will, at the date the Proxy Statement (or any amendment thereof or supplement thereto) it is first mailed to Company Shareholders and Parent Stockholders and the Company's stockholders or at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to contain any untrue statement of a 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 are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will notForm S-4 will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any as of its representatives which is effective date, and the prospectus contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documentstherein will, as amended and supplementedof its date, the Proxy Statement and the Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Newco specifically for inclusion in the Proxy Statement. For purposes of this Agreement, the parties agree that statements made and information in the Offer Documents, the Form S-4 and the Securities Act Proxy Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by the Company and the rules and regulations promulgated thereunder, as applicablenot by Newco.

Offer Documents; Proxy Statement. The Schedule 14D-9 will comply as to form in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Offer Documents Schedule 14D-9 (including any information included therein pursuant to Rule 14f-1) nor any of the information supplied relating to the Company or its affiliates provided by Purchaser or Parent on behalf of the Company specifically for inclusion in the Schedule 14D-9 shallTO or the Offer Documents will, at the respective times such the Schedule 14D-9, the Schedule TO and the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to shareholders, as stockholders of the case may beCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated by reference necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is first sent to stockholders or at the time of the Company Stockholders' 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 light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser the Company does not make no any representation or warranty with respect to any written information supplied by Parent, Purchaser or their officers, directors, representatives, agents, employees or designees to the Company or any Board of its representatives which is contained Directors specifically for inclusion in the Offer DocumentsSchedule 14D-9 (including any information that is supplied by Parent, Purchaser or their officers, directors, representatives, agents, employees or Parent's or Purchaser's designees to the Board of Directors, for inclusion therein pursuant to Rule 14f-1) or the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. The Schedule 14D-9 -------------------------------- and the Schedule 13E-3 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Offer Documents Schedule 14D-9, the Schedule 13E-3 nor any of the information supplied relating to the Company or its affiliates provided by Purchaser or Parent on behalf of the Company specifically for inclusion in the Schedule 14D-9 shallTO, the Schedule 13E-3 or the Offer Documents will, at the respective times such the Schedule 14D-9, the Schedule TO and the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or and are first published, sent or given to shareholders, as shareholders of the case may beCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or incorporated necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No representation is made by reference the Company with respect to written information supplied by Parent or Purchaser specifically for inclusion in the Schedule 14D-9 or the Schedule 13E-3. The proxy statement to be sent to the shareholders of the Company in connection with the meeting of the Company's shareholders to consider the Merger (the "Company Shareholders' Meeting") or the information statement to be sent to such shareholders, as appropriate (such proxy statement or information statement, as amended or supplemented, is herein referred to as the "Proxy Statement"), will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is being made by the Company with respect to Parent Information. 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 shareholders, at the time of the Company Shareholders Meeting or 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 therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents Schedule 14D-9, nor any of the information supplied by Purchaser or Parent the Company for inclusion in the Schedule 14D-9 Offer Documents, shall, at the respective times such that the Schedule 14D-9, the Offer Documents and Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Neither the proxy statement to be sent to the shareholders of the Company in connection with the meeting of the Company's shareholders to consider the Merger (the "Company Shareholders' 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 notStatement"), shall, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and shareholders, at the time of the Company Shareholders Shareholders' Meeting or and at the Parent Stockholders MeetingEffective Time, be false or misleading with respect to 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 Shareholders Meeting or the Parent Stockholders Shareholders' Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent Schedule 14D-9 and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and thereunder. Notwithstanding the Securities Act and foregoing, the rules and regulations promulgated thereunder, as applicableCompany makes no representation or warranty with respect to any information supplied to the Company by Parent or Purchaser which is contained in the foregoing document.

Offer Documents; Proxy Statement. Neither The proxy statement to be -------------------------------- sent to the Offer Documents nor any stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders Meeting") or the information supplied by Purchaser statement to be sent to such stockholders, as appropriate (such proxy statement or Parent for inclusion in information statement, as amended or supplemented, is referred to herein as the Schedule 14D-9 shall"Proxy Statement"), at the respective times such Offer Documents date mailed to the stockholders of the Company and Schedule 14D-9 are filed at the time of the Company Stockholders Meeting (i) will comply in all material respects with the SEC or are first published, sent or given to shareholders, as applicable requirements of the case may be, Exchange Act and the rules and regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by 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 Proxy Statement shall notSchedule 14D-9 will comply in all material respects with the Exchange Act and the rules and regulations thereunder. Neither the Schedule 14D-9 nor any of the information relating to the Company or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule TO or the Offer Documents will, at the date respective times the Proxy Statement (Schedule 14D-9, the Schedule TO and the Offer Documents or any amendment thereof amendments or supplement thereto) is supplements thereto are filed with the SEC and are first mailed published, sent or given to Company Shareholders and Parent Stockholders and at the time stockholders of the Company Shareholders Meeting or the Parent Stockholders MeetingCompany, be false or misleading with respect to contain any untrue statement of a 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 are were made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting or the Parent Stockholders Meeting which has become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no No representation or warranty is made by the Company with respect to any information supplied by the Company Purchaser or any of its representatives which is contained Merger Sub specifically for inclusion in the Offer Documents, the Proxy Statement or the Registration Statement. The Offer Documents, as amended and supplemented, the Proxy Statement and the Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicableSchedule 14D-9.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser Parent or Parent Merger Sub for inclusion in the Schedule 14D-9 shallwill, at the respective times such time the Offer Documents and Documents, the Schedule 14D-9 14D-9, or any amendments or supplements thereto, are filed with the SEC or are first published, sent or given to shareholdersStockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 misleading. The information supplied by Parent for inclusion in any proxy statement to be sent to Stockholders in connection with any meeting of the Stockholders to consider the Merger (the "COMPANY MEETING") (such proxy statement, as amended or supplemented, the "PROXY STATEMENT"), on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to Stockholders, 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 therein, in light of the circumstances under which they are made, not misleading, or shall, at the time of the Company 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 Company Shareholders Meeting or the Parent Stockholders Meeting which has shall have become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser Merger Sub make no representation or warranty with respect to any information supplied by or on behalf of the Company or any of its representatives which is contained in any of the Offer Documents, the Proxy Statement or any amendment or supplement thereto and was provided by the Registration StatementCompany for inclusion or is derived from documents filed by the Company with the SEC. The Offer Documents, Documents shall comply as amended and supplemented, the Proxy Statement and the Registration Statement will comply to form in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.

Offer Documents; Proxy Statement. Neither the Offer Documents nor any of the information supplied by Purchaser or Parent for inclusion in the Schedule 14D-9 shallNote Tender Offer Documents will, at the respective times time such Offer Documents and Schedule 14D-9 documents are filed with the SEC or are first published, sent or given to shareholdersstockholders 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to Company Shareholders and Parent Stockholders and at the time of the Company Shareholders Meeting or the Parent Stockholders Meeting, be false or misleading with respect to any 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 information supplied by Parent for inclusion in the Schedule 14D-9, the Information Statement or the Proxy Statement will not, on the date such document (or any amendment or supplement thereto) is first mailed to stockholders of the Company, with respect to the Information Statement, at the time Shares are accepted for payment in the Offer and with respect to the Note Tender Offer Documents, at the time the Notes (and related Consents) are accepted for payment in the Note Tender Offer, and with respect to the Proxy Statement at the time of the Special Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or 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 Shareholders Meeting or the Parent Stockholders Special Stockholders' Meeting which has shall have become false or misleading. The Registration Statement will not, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in any of the foregoing documents or the Offer Documents, the Proxy Statement Documents or the Registration StatementNote Tender Offer Documents. The Offer Documents, as amended and supplemented, the Proxy Statement Documents and the Registration Statement will Note Tender Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and the Securities Act and the rules and regulations promulgated thereunder, as applicable.the