Common use of Offer Documents; Proxy Statement Clause in Contracts

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the 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 their Affiliates specifically for inclusion in the Proxy Statement. 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 Company's 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 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. 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 respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by Parent or Merger Sub or their Affiliates specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 will comply in all material respects with the Securities Exchange Act.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with Neither the applicable requirements Schedule 14D-9, nor any of the Securities Exchange Act except that no representation or warranty is being made information provided by the Company or its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Offer Documents, shall, on the respective dates the Schedule 14D-9 or the Offer Documents are filed with respect to any information supplied the SEC or on the date first published, sent or given to the Company by Parent Company's stockholders, as the case may be, contain any untrue statement of a material fact or Merger Sub omit to state any material fact required to be stated therein or any necessary in order to make the statements therein, in light of their Affiliates specifically for inclusion in the Proxy Statementcircumstances under which they were made, not misleading. The Proxy Statement will or similar materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, shall not, at the time the Proxy Statement is filed with the SEC or first sent SEC, at the time mailed to the Company's stockholders, at the time of the Company's stockholdersStockholders' meeting 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 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. 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 respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that the Company makes no representation is made by the Company or warranty with respect to written any information supplied provided by Parent or Merger Parent, Fimalac-U.S., Acquisition Sub or by their Affiliates auditors, legal counsel, financial advisors or other consultants or advisors specifically for inclusion use in the Schedule 14D-914D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply in all material respects with the Securities provisions of the Exchange ActAct and any other applicable law.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the applicable requirements None 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 Parent, Merger Sub or any of their Affiliates respective officers, directors, representatives, agents or employees (the "Parent Information"), specifically for inclusion in the Proxy Statement. The Proxy Statement will notwill, at on the time date the Proxy Statement is filed with the SEC or first sent mailed to stockholders, at the time of the Company's 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 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 such stockholders' meeting which has become false or misleading. Neither the Schedule 14D-1, the Offer Documents, nor any Parent Information provided by Parent or Merger Sub specifically for inclusion in the Schedule 14D-9 will, at any time the Offer Documents are filed with the SEC or first published, sent or given to the Company's stockholders, 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 misleading. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or necessary to correct any statement in any earlier communication warranty with respect to the solicitation of proxies for the meeting of the Company's stockholders held for approval of the Merger which any information that has become false or misleading. Neither the Schedule 14D-9 nor any of the information relating to been supplied by the Company or its affiliates provided by accountants, counsel or on behalf other authorized representatives for use in any of the Company specifically for inclusion in the Schedule 14D-1 or the Offer Documents will, at the respective times the Schedule 14D-9, the foregoing documents. The Schedule 14D-1 and the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by Parent or Merger Sub or their Affiliates specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 will comply as to form in all material respects with the provisions of the Securities Exchange Act.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the applicable requirements None 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 Purchaser, its officers, directors, representatives, agents or any of their Affiliates specifically employees, for inclusion in the Proxy Statement. The Proxy Statement will not, at or in any amendments thereof or supplements thereto, will, on the time date the Proxy Statement is filed with the SEC or first sent mailed to stockholders, at the time of the Company's stockholdersCompany Stockholders' meeting 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 amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's stockholders, 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 misleading. Notwithstanding the foregoing, Parent and Purchaser do not make any representation or necessary to correct any statement in any earlier communication warranty with respect to the solicitation of proxies for the meeting of the Company's stockholders held for approval of the Merger which any information that has become false or misleading. Neither the Schedule 14D-9 nor any of the information relating to been supplied by the Company or its affiliates provided by accountants, counsel or on behalf other authorized representatives for use in any of the Company specifically for inclusion in the Schedule 14D-1 or the foregoing documents. The Offer Documents will, at the respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC any amendments or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by Parent or Merger Sub or their Affiliates specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 supplements thereto will comply as to form in all material respects with the Securities provisions of the Exchange ActAct and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the applicable requirements None of the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to any -------------------------------- information supplied to by Parent, its officers, directors, representatives, agents or employees (the Company by "Parent or Merger Sub or any of their Affiliates specifically Information"), for inclusion in the Proxy Statement. The Proxy Statement will not(as defined in Section 4.18), at or in any amendments thereof or supplements thereto, will, on the time date the Proxy Statement is filed with the SEC or first sent mailed to stockholders, at the time of the Company's stockholdersCompany Stockholders' meeting Meeting (as defined in Section 4.18) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's stockholders, 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 misleading. Notwithstanding the foregoing, Parent and Purchaser do not make any representation or necessary to correct any statement in any earlier communication warranty with respect to the solicitation of proxies for the meeting of the Company's stockholders held for approval of the Merger which any information that has become false or misleading. Neither the Schedule 14D-9 nor any of the information relating to been supplied by the Company or its affiliates provided by accountants, counsel or on behalf other authorized representatives for use in any of the Company specifically for inclusion in the Schedule 14D-1 or the foregoing documents. The Offer Documents will, at the respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC any amendments or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by Parent or Merger Sub or their Affiliates specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 supplements thereto will comply as to form in all material respects with the Securities provisions of the Exchange ActAct and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the applicable requirements None of the Securities Exchange Act except that no representation or warranty is being made information supplied by the Company with respect to any information supplied to Parent, the Company by Parent Purchaser, their respective officers, directors, representatives, agents or Merger Sub or any of their Affiliates specifically employees, for inclusion in the Proxy Statement. The Proxy Statement will not, at or in any amendments thereof or supplements thereto, will, on the time date the Proxy Statement is filed with first mailed to stockholders of the SEC Company or first sent to stockholders, at the time of the Company's stockholdersCompany Stockholders' meeting or at the Effective TimeMeeting, contain any untrue statement which, at such time and in light of a the circumstances under which it will be made, will be false or misleading with respect to any material fact fact, or will 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, therein not false or 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 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-9 14D-1 nor any of the information relating to the Company Parent or its affiliates Affiliates provided by or on behalf of the Company Parent specifically for inclusion in the Schedule 14D-1 or the Offer Documents 14D-9 will, at the respective times the Schedule 14D-914D-1, the Schedule 14D-1 14D-9 and the Offer Documents or any amendments or supplements thereto are filed with the SEC or 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 light of the circumstances under which they were made, not misleading, except that no . No representation or warranty is made by the Company Parent with respect to written any information supplied or approved by Parent or Merger Sub or their Affiliates the Company specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 will comply in all material respects with the Securities Exchange Act14D-1.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the applicable requirements None of the Securities Exchange Act except that no representation or warranty is being made information -------------------------------- supplied by the Company with respect to any information supplied to the Company by Parent or Purchaser, Merger Sub or any of their Affiliates specifically respective officers, directors, representatives, agents or employees (the "Purchaser Information"), for inclusion in the Proxy Statement. The Proxy Statement will not(as defined in Section 4.10), at or in any ------------ amendments thereof or supplements thereto, will, on the time date the Proxy Statement is filed with first mailed to stockholders of the SEC Company or first sent to stockholders, at the time of the Company's stockholders' meeting or at the Effective TimeCompany Stockholders Meeting (as defined in Section 4.10), contain any untrue statement which, ------------ at such time and in the light of a the circumstances under which it will be made, will be false or misleading with respect to any material fact fact, or will 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, therein not false or 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 Company Stockholders Meeting which has become false or misleading. Neither the Schedule 14D-9 Offer Documents nor any of the information relating to the Company amendments thereof or its affiliates provided by or on behalf of the Company specifically for inclusion in the Schedule 14D-1 or supplements thereto will, at any time the Offer Documents will, at the respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents or any such amendments or supplements are filed with the SEC or are first published, sent or given to stockholders of the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except the Purchaser and Merger Sub do not make any representation or warranty with respect to any information that no representation is made has been supplied by the Company with respect to written information supplied by Parent or Merger Sub its accountants, counsel or their Affiliates specifically other authorized representatives for inclusion use in any of the Schedule 14D-9foregoing documents. The Schedule 14D-9 Offer Documents and any amendments or supplements thereto will comply as to form in all material respects with the Securities provisions of the Exchange ActAct and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with Neither the applicable requirements Schedule 14D-9, nor any of the Securities Exchange Act except that no representation or warranty is being made information provided by the Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Offer Documents shall, on the respective dates the Schedule 14D-9, the Offer Documents or any supplements or amendments thereto are filed with respect to any information supplied the Commission or on the date first published, sent or given to the Company by Parent Company's stockholders, as the case may be, contain any untrue statement of a material fact or Merger Sub 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. Any proxy or information statement or similar materials distributed to the Company's stockholders in connection with the Merger, including any of their Affiliates specifically for inclusion in amendments or supplements thereto (the "Proxy Statement. The Proxy Statement will "), shall not, at the time the Proxy Statement is filed with the SEC or first sent to stockholdersCommission, at the time of mailed to the Company's 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 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. 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 respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except that the Company makes no representation is made by the Company or warranty with respect to written any information supplied provided by Parent Parent, Acquisition and/or by their auditors, legal counsel, financial advisors or Merger Sub other consultants or their Affiliates advisors specifically for inclusion use in the Schedule 14D-914D-9 or the Proxy Statement. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the Securities provisions of the Exchange ActAct and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the 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 their Affiliates specifically for inclusion in the Proxy Statement. The Proxy Statement Offer Documents will not, at the time the Proxy Statement is filed with the SEC or first sent to stockholders, at the time of the Company's 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 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. 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 respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC or are first published, sent or given to stockholders of Target, as the Companycase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written . The information supplied by Parent Acquiror or Merger Acquisition Sub or their Affiliates specifically for inclusion in the Schedule 14D-9. The Proxy Statement and Schedule 14D-9 will not, on the date the Proxy Statement or Schedule 14D-9 (or any amendment or supplement thereto) is first mailed to stockholders of Target, at the time of the Target 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 Target Stockholders' Meeting which shall have become false or misleading; provided, however, that Acquiror or Acquisition Sub makes no representation or warranty with respect to information supplied by Target for inclusion in the Offer Documents. The Offer Documents shall comply in all material respects as to form with the Securities requirements of the Exchange ActAct and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the 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 their Affiliates specifically for inclusion in the Proxy Statement. 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 Company's 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 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. Neither the Schedule 14D-9 nor any of the information relating to supplied by 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 respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to stockholders of Stockholders, as the Companycase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. The Proxy Statement will not, except that no representation on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to Stockholders, 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 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 Meeting which shall have become false or misleading in any material respect. The Schedule 14D-9 and the Proxy Statement will, when filed by the Company with respect the SEC, comply as to written information supplied by Parent or Merger Sub or their Affiliates specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 will comply form in all material respects with the Securities applicable provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, the Company 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. The Proxy Statement will comply in all material respects with the applicable requirements None of the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to any information supplied to by Parent, Purchaser, or their respective officers, directors, representatives, agents or employees (the Company by "Parent or Merger Sub or any of their Affiliates specifically Information"), for inclusion in the Proxy Statement. The Proxy Statement will not(as defined in Section 4.18), at or in any amendments thereof or supplements thereto, will, on the time date the Proxy Statement is filed with the SEC or first sent mailed to stockholders, at the time of the Company's stockholdersCompany Stockholders' meeting Meeting (as defined in Section 4.18) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting which has become false or misleading. Neither the Offer Documents, the Schedule TO, nor any amendments thereof or supplements thereto will, at the time the Offer Documents, the Schedule TO, or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's stockholders, 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 misleading. Notwithstanding the foregoing, Parent and Purchaser do not make any representation or necessary to correct any statement in any earlier communication warranty with respect to the solicitation of proxies for the meeting of the Company's stockholders held for approval of the Merger which any information that has become false or misleading. Neither the Schedule 14D-9 nor any of the information relating to been supplied in writing by the Company or its affiliates provided by accountants, counsel or on behalf other authorized representatives specifically for use in any of the Company specifically for inclusion in the Schedule 14D-1 or the foregoing documents. The Offer Documents will, at the respective times the Schedule 14D-9Documents, the Schedule 14D-1 TO, and the Offer Documents are filed with the SEC any amendments or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by Parent or Merger Sub or their Affiliates specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 supplements thereto will comply as to form in all material respects with the Securities provisions of the Exchange ActAct and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the applicable requirements None of the Securities Exchange Act except that no representation or warranty is being made information supplied by the Company with respect to any information supplied to Parent, the Company by Parent Purchaser, their respective officers, directors, representatives, agents or Merger Sub or any of their Affiliates specifically employees, for inclusion in the Proxy Statement. The Proxy Statement will not, at or in any amendments thereof or supplements thereto, will, on the time date the Proxy Statement is filed with first mailed to stockholders of the SEC Company or first sent to stockholders, at the time of the Company's stockholdersCompany Stockholders' meeting or at the Effective TimeMeeting, contain any untrue statement which, at such time and in light of a the circumstances under which it will be made, will be false or misleading with respect to any material fact fact, or will 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, 20 therein not false or 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 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-9 14D-1 nor any of the information relating to the Company Parent or its affiliates Affiliates provided by or on behalf of the Company Parent specifically for inclusion in the Schedule 14D-1 or the Offer Documents 14D-9 will, at the respective times the Schedule 14D-914D-1, the Schedule 14D-1 14D-9 and the Offer Documents or any amendments or supplements thereto are filed with the SEC or 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 light of the circumstances under which they were made, not misleading, except that no . No representation or warranty is made by the Company Parent with respect to written any information supplied or approved by Parent or Merger Sub or their Affiliates the Company specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 will comply in all material respects with the Securities Exchange Act14D-1.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the applicable requirements None of the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to any information supplied to by Parent, its officers, directors, representatives, agents or employees (the Company by "Parent or Merger Sub or any of their Affiliates specifically Information"), for inclusion in the Proxy Statement. The Proxy Statement will not(as defined in Section 4.18), at or in any amendments thereof or supplements thereto, will, on the time date the Proxy Statement is filed with the SEC or first sent mailed to stockholders, at the time of the Company's stockholdersCompany Stockholders' meeting Meeting (as defined in Section 4.18) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to the Company's stockholders, 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 misleading. Notwithstanding the foregoing, Parent and Purchaser do not make any representation or necessary to correct any statement in any earlier communication warranty with respect to the solicitation of proxies for the meeting of the Company's stockholders held for approval of the Merger which any information that has become false or misleading. Neither the Schedule 14D-9 nor any of the information relating to been supplied by the Company or its affiliates provided by accountants, counsel or on behalf other authorized representatives for use in any of the Company specifically for inclusion in the Schedule 14D-1 or the foregoing documents. The Offer Documents will, at the respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC any amendments or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by Parent or Merger Sub or their Affiliates specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 supplements thereto will comply as to form in all material respects with the Securities provisions of the Exchange ActAct and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The Proxy Statement will comply in all material respects with the applicable requirements None of the Securities Exchange Act except that no representation or warranty is being made by the Company with respect to any -------------------------------- information supplied to by Parent, its officers, directors, representatives, agents or employees (the Company by "Parent or Merger Sub or any of their Affiliates specifically Information"), for inclusion in the Proxy Statement. The Statement (as defined in Section 4.22), or in any amendments thereof or supplements thereto, will, on the date the Proxy Statement will notis first mailed to shareholders, at the time of the Proxy Statement is Company Shareholders' Meeting (as defined in Section 4.22) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it will be made, will be false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders' Meeting which has become false or misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any such amendments or supplements are filed with the SEC or first published, sent or given to stockholders, at the time of the Company's stockholders' meeting or at the Effective Timeshareholders, 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 misleading. Notwithstanding the foregoing, Parent and Purchaser do not make any representation or necessary to correct any statement in any earlier communication warranty with respect to the solicitation of proxies for the meeting of the Company's stockholders held for approval of the Merger which any information that has become false or misleading. Neither the Schedule 14D-9 nor any of the information relating to been supplied by the Company or its affiliates provided by accountants, counsel or on behalf other authorized representatives for use in any of the Company specifically for inclusion in the Schedule 14D-1 or the foregoing documents. The Offer Documents will, at the respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are filed with the SEC any amendments or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by Parent or Merger Sub or their Affiliates specifically for inclusion in the Schedule 14D-9. The Schedule 14D-9 supplements thereto will comply as to form in all material respects with the Securities provisions of the Exchange ActAct and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The 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 will comply in all material respects with is first mailed to Stockholders or at the applicable requirements time of the Securities Exchange Act except that no representation 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 warranty is being made by the Company misleading with respect to any information supplied 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 by Parent Stockholders' Meeting which has become false or Merger Sub misleading. Neither the Offer Documents nor any amendments thereof or supplements thereto will, at any time the Offer Documents or any of their Affiliates specifically for inclusion in the Proxy Statement. The Proxy Statement will not, at the time the Proxy Statement is such amendments or supplements are filed with the SEC or first published, sent or given to stockholders, at the time of the Company's stockholders' meeting or at the Effective TimeStockholders, 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 misleading. Notwithstanding the foregoing, Parent and Purchaser do not make any representation or necessary to correct any statement in any earlier communication warranty with respect to the solicitation of proxies for the meeting of the Company's stockholders held for approval of the Merger which any information that has become false or misleading. Neither the Schedule 14D-9 nor any of the information relating to been supplied by the Company or its affiliates provided by accountants, counsel or on behalf other authorized representatives for use in any of the Company specifically for inclusion in the Schedule 14D-1 foregoing documents or the Offer Documents will, at the respective times the Schedule 14D-9, the Schedule 14D-1 and the Offer Documents are extracted from reports or other documents filed with the SEC or are first published, sent or given to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by Parent or Merger Sub or their Affiliates specifically for inclusion in the Schedule 14D-9SEC. The Schedule 14D-9 Offer Documents and any amendments or supplements thereto will comply as to form in all material respects with the Securities provisions of the Exchange ActAct and the rules and regulations thereunder.