Common use of Offer Documents; Proxy Statements; Other Information Clause in Contracts

Offer Documents; Proxy Statements; Other Information. None of the information relating to the Company and its subsidiaries supplied in writing by the Company specifically for inclusion in the Offer Documents, including any amendments or supplements thereto, will at the respective times the Offer Documents or any amendments or supplements thereto are filed with the SEC 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. If any information provided by the Company and its subsidiaries shall, after the filing of the Offer Documents or any other document with the SEC, become false or misleading in any material respect, the Company shall promptly notify Parent and update such information in writing and each of Parent and the Company shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Schedule 14D-9 will comply in all material respects with the Exchange Act. If a Proxy Statement is required for the consummation of the Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange Act, except that no representation is made by the Company with respect to information supplied in writing by Parent or Purchaser specifically for inclusion in the Proxy Statement. 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 -13- 14 any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement".

Offer Documents; Proxy Statements; Other Information. None ---------------------------------------------------- of the information relating to the Company and its subsidiaries supplied in writing by the Company specifically for inclusion in the Offer Documents, including any amendments or supplements thereto, thereto will at the respective times the Offer Documents or any amendments or supplements thereto are filed with the SEC SEC, to the knowledge 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 light of the circumstances under which they were made, not misleading. If any information provided by the Company and its subsidiaries shall, after the filing of the Offer Documents or any other document with the SEC, become false or misleading in any material respect, the Company shall promptly notify Parent and update such information in writing and each of Parent and the Company shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Schedule 14D-9 14D-9, will comply in all material respects with the Exchange Act. If a Proxy Statement is required for the consummation of the Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange Act, if applicable, except that no representation is made by the Company with respect to information supplied in writing by Parent or Purchaser specifically for inclusion in the Proxy Statement. 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 -13- 14 any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement".

Offer Documents; Proxy Statements; Other Information. None Neither the Schedule 14D-9 nor any of the information relating to the Company and its subsidiaries supplied in writing by the Company specifically for inclusion in the Offer Documents, including any amendments or supplements thereto, thereto will at the respective times the Schedule 14D-9, Offer Documents or any amendments or supplements thereto are filed with the SEC SEC, 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. If any information provided by the Company and its subsidiaries shall, after the filing of the Offer Documents or any other document with the SEC, become false or misleading in any material respect, the Company shall promptly notify Parent and update such information in writing and each of Parent and the Company shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Schedule 14D-9 will comply in all material respects with the Exchange ActAct and the rules and regulations promulgated thereunder. If a Proxy Statement is required for the consummation of the Merger under applicable law, the Proxy Statement will comply in all material respects with the Exchange ActAct and the rules and regulations promulgated thereunder and, at the time any such Proxy Statement is mailed to stockholders of the Company and at the time of any meeting of stockholders of the Company, such Proxy Statement 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 were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by Parent or Purchaser specifically for inclusion in the Proxy StatementStatement and no representation is made by the Company with respect to any Proxy Statement or other document filed with the SEC or mailed to stockholders of the Company at any time after the Board Transition Date (as defined in Section 6.01). 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 -13- 14 any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement".