Common use of Offer Documents; Proxy Statement Clause in Contracts

Offer Documents; Proxy Statement. The information supplied by Parent and Purchaser for inclusion in the Offer Documents will not, at the time the Offer Documents are filed with the SEC or are first published, sent or given to shareholders 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 therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The information supplied by Parent and 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, at the time of the Stockholders' Meeting (as defined below) or 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 omit 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 Stockholders' Meeting which shall have become false or misleading. The Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The information supplied by Parent and Purchaser for inclusion in the Offer Documents will not, at the time the Offer Documents are filed with the SEC or are first published, sent or given to shareholders stockholders 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 therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The information supplied by Parent and 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 and Warrantholders of the Company, at the time of the Stockholders' Meeting (as defined below) or 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 omit 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 Stockholders' Meeting which shall have become false or misleading. The Offer Documents shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder.

Offer Documents; Proxy Statement. The information supplied by Parent and Purchaser for inclusion in the Offer Documents Documents, as ---------------------------------------------- filed pursuant to Section 1.1, will not, at the time the such Offer Documents are filed with the SEC or are first published, sent or given to shareholders of the Companystockholders, 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 are were made, not misleading. The information supplied by Parent and Purchaser for inclusion in the Proxy Statement will shall not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Companystockholders, at the time of the Stockholders' Stockholders Meeting (as defined below) in Section 6.1), if any, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is shall be made, is false or misleading with respect to any material fact, or shall omit to state any a 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 Stockholders' Stockholders Meeting which shall have has become false or 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 or incorporated by reference in any of the foregoing documents or the Offer Documents. The Offer Documents shall Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The information supplied by Parent and Purchaser for inclusion in the Offer Documents Documents, as amended pursuant to Section 1.1, will not, at the time the such Offer Documents as so amended are filed with the SEC or are first published, sent or given to shareholders of the Companystockholders, 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 are were made, not misleading. The information supplied by Parent and or Purchaser in writing for inclusion in the Proxy Statement will shall not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Companystockholders, at the time of the Stockholders' Stockholders Meeting (as defined belowin Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is shall be made, is false or misleading with respect to any material fact, or shall omit to state any a 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 Stockholders' Stockholders Meeting which shall have has become false or misleading. Notwithstanding the foregoing, Parent and 31 Purchaser make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained in or incorporated by reference in the Proxy Statement or the Offer Documents. The Offer Documents shall Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Offer Documents; Proxy Statement. The information supplied by Parent and Purchaser for inclusion in the Offer Documents Documents, as amended pursuant to Section 1.1, will not, at the time the such Offer Documents as so amended are filed with the SEC or are first published, sent or given to shareholders of the Companystockholders, 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 are were made, not misleading. The information supplied by Parent and or Purchaser in writing for inclusion in the Proxy Statement will shall not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Companystockholders, at the time of the Stockholders' Stockholders Meeting (as defined belowin Section 6.1) or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is shall be made, is false or misleading with respect to any material fact, or shall omit to state any a 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 Stockholders' Stockholders Meeting which shall have has become false or 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 or incorporated by reference in the Proxy Statement or the Offer Documents. The Offer Documents shall Documents, as amended and supplemented, will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.