Common use of Offer Documents; Schedule 14D-9; Proxy Statement Clause in Contracts

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer DocumentsDocuments shall, when at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to the Company 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 stockholders of the circumstances under which they were madeCompany, not misleading; provided, however, that notwithstanding as the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offercase 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 therein, in the light of the circumstances under which they are were made, not misleading. (c) None . Neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (as defined in Section 7.01) nor the information supplied by Parentstatement to be sent to such stockholders, Merger Sub as appropriate (such proxy statement or their officersinformation statement, directorsas amended or supplemented, representativesbeing referred to herein as the “Proxy Statement”), agents or employees expressly for inclusion in Proxy Statement willshall, on at the date the Proxy Statement is first sent mailed to stockholders of the Company Stockholders or at the time of the Company Stockholders’ Meeting, contain any untrue statement which, at the time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements thereintherein 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s representatives for inclusion in light the foregoing documents. The Schedule 14D-9, the Offer Documents and the Proxy Statement shall comply in all material respects as to form with the requirements of the circumstances under which they are made, not misleadingExchange Act.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer DocumentsDocuments shall, when at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to the Company 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 stockholders of the circumstances under which they were madeCompany, not misleading; provided, however, that notwithstanding as the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offercase 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 therein, in the light of the circumstances under which they are were made, not misleading. (c) None . Neither the proxy statement to be sent to the stockholders of the information supplied by ParentCompany in connection with the Stockholders’ Meeting (as defined in Section 7.01) (such proxy statement, Merger Sub as amended or their officerssupplemented, directorsbeing referred to herein as the “Proxy Statement”), representativesshall, agents or employees expressly for inclusion in Proxy Statement will, on at the date the Proxy Statement (or any amendment or supplement thereto) is first sent mailed to stockholders of the Company Stockholders or and at the time of the Company Stockholders’ Meeting, contain any untrue statement which, at the time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements thereintherein 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s Representatives in light writing for inclusion in the foregoing documents. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the circumstances under which they are madeExchange Act and the rules and regulations thereunder, not misleadingthe rules of NASDAQ and any other Laws.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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 were made, not misleading. (c) None of the information supplied by Parent, Merger Sub or, to Parent’s or Merger Sub’s knowledge, or their officers, directors, representatives, agents or employees expressly for inclusion in the Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are were made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. Subject to the accuracy of the representations and warranties of Parent and Purchaser contained in Section 4.3(h): (ai) The Neither the Schedule 14D-9 nor any of the information supplied by or on behalf of the Company for inclusion in the Offer DocumentsDocuments will, when at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to the Company 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 stockholders of the circumstances under which they were madeCompany, not misleading; provided, however, that notwithstanding as the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offercase 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 are were made, not misleading. (cii) None In the event a Stockholders’ Meeting is held, neither the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting nor the information supplied by Parentstatement to be sent to such stockholders, Merger Sub as appropriate (such proxy statement or their officersinformation statement, directorsas amended or supplemented, representativesbeing referred to herein as the “Proxy Statement”), agents or employees expressly for inclusion in Proxy Statement will, on at the date the Proxy Statement (or any amendment or supplement thereto) is first sent mailed to stockholders of the Company 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 made therein, in the light of the circumstances under which they are were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Stockholders’ Meeting that has become false or misleading. (iii) Notwithstanding the foregoing provisions of this Section 4.2(v), the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s respective Representatives for inclusion in the Offer Documents, the Schedule 14D-9 or the Proxy Statement, if applicable. (iv) The Schedule 14D-9 and the Proxy Statement, if applicable, will, at the time such documents are filed with the SEC, at the time the Offer Documents are mailed to the holders of shares of Company Capital Stock and at the time any amendment or supplement thereto is filed with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Except to the extent subsequently amended, modified or supplemented in a subsequently filed Offer Documents, when filed with the SEC, Offer Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company Stockholders, and 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; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None Except to the extent subsequently amended, modified or supplemented in a subsequently filed Schedule 14D-9, none of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, will 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. (c) None Except to the extent subsequently amended, modified or supplemented in subsequently filed proxy materials, none of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first sent to the Company Stockholders or at the time of the Company Stockholders’ Meeting, will 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.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer DocumentsDocuments shall, when at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to stockholders of the Company StockholdersCompany, will not as the case may be, and at the Acceptance Time 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, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting nor the information statement to be sent to such stockholders, as appropriate, if any required (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of 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 in which they were made, not misleading; provided, however, that notwithstanding . The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty is made by Parent with respect to any information supplied by the Company Parent or Merger Sub or any of its officers, directors, representatives, agents or employees in writing specifically their Representatives for inclusion in any of the foregoing documents or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. In the case of the Company only, and subject to the accuracy of the representations of Parent in Section 5.03(t): (a1) The Neither the Schedule 14D-9 nor any of the information supplied by the Company for inclusion in the Offer DocumentsDocuments will, when at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to the Company 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 shareholders of the circumstances under which they were madeCompany, not misleading; provided, however, that notwithstanding as the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offercase 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 therein, in the light of the circumstances under which they are were made, not misleading. (c2) None In the event a Shareholders’ Meeting is held, neither the proxy statement to be sent to the shareholders of the Company in connection with such Shareholders’ Meeting nor the information supplied by Parentstatement to be sent to such shareholders, Merger Sub as appropriate (such proxy statement or their officersinformation statement, directorsas amended or supplemented, representativesbeing referred to herein as the “Proxy Statement”), agents or employees expressly for inclusion in Proxy Statement willshall, on at the date the Proxy Statement (or any amendment or supplement thereto) is first sent mailed to shareholders of the Company Stockholders or at the time of the Company StockholdersShareholders’ Meeting, contain any untrue statement which, at the time and in light of a the circumstances under which it was made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders’ Meeting which shall have become false or misleading. (3) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent, Purchaser or any of Parent’s or Purchaser’s representatives for inclusion in light the foregoing documents. (4) The Schedule 14D-9 and the Proxy Statement, if applicable, shall comply in all material respects as to form with the requirements of the circumstances under which they are made, not misleadingExchange Act and the rules and regulations thereunder.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Neither the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer DocumentsDocuments shall, when at the times the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to stockholders of the Company StockholdersCompany, will not 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be sent to the stockholders of the Company in connection with the Company Stockholders’ Meeting nor the information statement to be sent to such stockholders, as appropriate, if any required (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company and at the time of the Company Stockholders’ Meeting, contain any untrue statement of 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 in which they were made, not misleading; provided, however, that notwithstanding . The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty is made by Parent with respect to any information supplied by the Company Parent or Merger Sub or any of its officers, directors, representatives, agents or employees in writing specifically their Representatives for inclusion in any of the foregoing documents or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) None of the Offer Documents will, at the times such documents are filed with the SEC and are mailed to the stockholders of the Company, 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 any Affiliate of the Company expressly for inclusion therein. The Offer DocumentsDocuments will, when at the time the Offer Documents are filed with the SEC and, 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, will . comply as to form in all material respects with the applicable requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. (b) None of the information supplied by or on behalf of Parent, Purchaser or any Affiliate of Parent or Purchaser for inclusion in the Proxy Statement or the Schedule 14D-9 will, at the times such documents are filed with the SEC, and, on in the date first publishedcase of the Proxy Statement, sent or given at the time the Proxy Statement is mailed to stockholders and at the Company Stockholderstime of the Special Meeting, 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; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically expressly for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their respective officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. Neither the Schedule 14D-9 nor any information supplied by or on behalf of the Company to Parent for purposes of inclusion in the Offer Documents (aincluding, without limitation, information incorporated by reference to documents filed by the Company with the SEC) The shall, at the times the Schedule 14D-9, the Offer Documents, when Documents or any amendments or supplements thereto are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to stockholders of the Company StockholdersCompany, will not as the case may be, contain any untrue statement of a material fact or omit to state any material fact required necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the proxy statement to be stated therein sent to the stockholders of the Company in connection with the Stockholders' Meeting (as hereinafter defined) or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement"), shall, as of 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 and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or otherwise omit to state any material fact 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; provided, however, that notwithstanding . Notwithstanding the foregoing, the Company makes no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents any of Parent's or employees expressly Merger Sub's representatives for inclusion in the foregoing documents. The Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date and the Proxy Statement is first sent shall comply in all material respects as to form with the Company Stockholders or at the time requirements 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 Exchange Act and the statements therein, in light of the circumstances under which they are made, not misleadingrules and regulations thereunder.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied or to be supplied by Parent, Merger Sub or their officers, directors, representatives, agents on behalf of the Company or employees expressly any Affiliate of the Company for inclusion in the Schedule 14D-9 Offer Documents will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date times such documents are filed with the SEC and are mailed to stockholders of the OfferCompany, 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. (c) None . The Schedule 14D-9 will not, at the time the Schedule 14D-9 is filed with the SEC and at all times prior to the Purchase Time, 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, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied in writing by Parent, or on behalf of Merger Sub or their officers, directors, representatives, agents Purchaser or employees any Affiliate of Merger Sub or Purchaser expressly for inclusion in the Offer Documents or the Schedule 14D-9. The Schedule 14D-9 will, at the time the Schedule 14D-9 is filed with the SEC, at the time it is 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) The Proxy Statement willwill not, on at the date time the Proxy Statement is first sent to the Company Stockholders or mailed and 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 are made, not misleading., except that no representation or warranty is made by the Company with respect to information supplied in writing by Merger Sub or Purchaser or any Affiliate of Merger Sub or Purchaser expressly for inclusion in the Proxy Statement. The Proxy Statement will, at the time the Proxy Statement is first mailed, at the time any amendment or supplement thereto is filed with the SEC, and at the time of the Company Stockholders’ Meeting, comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder

Offer Documents; Schedule 14D-9; Proxy Statement. (a) None of the Offer Documents will, at the times such documents are filed with the SEC and are mailed to the stockholders of the Company, 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 Purchaser or Merger Sub with respect to information supplied in writing by or on behalf of the Company or any Affiliate of the Company expressly for inclusion therein. The Offer DocumentsDocuments will, when at the time the Offer Documents are filed with the SEC and, 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, will comply as to form in all material respects with the applicable requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. (b) None of the information to be supplied in writing by Merger Sub or Purchaser specifically for inclusion in the proxy statement contemplated by Section 5.4 (together with any amendments and supplements thereto, the “Proxy Statement”) or the Schedule 14D-9 will, at the times such documents are filed with the SEC, and, on in the date first publishedcase of the Proxy Statement, sent or given at the time the Proxy Statement is mailed to stockholders and at the time of the meeting of the Company’s stockholders to consider the Merger Agreement (the “Company Stockholders’ Meeting”), 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; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements None of the Exchange Act andinformation supplied or to be supplied by or on behalf of the Company for inclusion or incorporation in the Offer Documents will, on the date first the Offer Documents or any amendments or supplements thereto are filed with the SEC or are published, sent or given to the Company 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 stockholders of the circumstances under which they were madeCompany, not misleading; provided, however, that notwithstanding at the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None time of the information supplied by ParentStockholders Meeting, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of Effective Time, as the Offercase 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 therein, in the light of the circumstances under which they are were made, not misleading. (c) None . The Schedule 14D-9 and the proxy statement to be sent to the stockholders of the information supplied Company in connection with the Stockholders Meeting (if and to the extent required by Parentapplicable Law) (such proxy statement, Merger Sub as amended or their officerssupplemented, directorsbeing referred to herein as the “Proxy Statement”), representatives, agents or employees expressly for inclusion in Proxy Statement willwill not, on the date respective dates the Schedule 14D-9 and Proxy Statement is first sent are filed with the SEC, mailed to stockholders of the Company Stockholders or at the time of the Company Stockholders’ Stockholders Meeting, as applicable, 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 were made, not misleading. The Schedule 14D-9 and the Proxy Statement shall comply in all material respects as to form with the requirements of the Exchange Act. If at any time prior to the Effective Time any event relating to the Company or any of its Subsidiaries, officers or directors should be discovered by the Company which is required to be set forth in a supplement to the Offer Documents, the Schedule 14D-9 or the Proxy Statement, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty whatsoever with respect to any statements made or incorporated by reference in the Offer Documents, the Schedule 14D-9 or the Proxy Statement, or any amendments or supplements thereto, based on information supplied in writing by Parent, Merger Sub or any of Parent’s or Merger Sub’s Representatives expressly for the purpose of inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement or any amendments or supplements thereto.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer DocumentsDocuments will, when filed with the SEC, when distributed or disseminated to the Company’s stockholders, and at the Expiration Date, 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. The Schedule 14D-9 will comply as to form in all material respects with the applicable requirements provisions of Rule 14d-9 of the Exchange Act andand any other applicable federal securities laws and will not, on when filed with the date first publishedSEC, sent when distributed or given disseminated to the Company’s stockholders, and at the Expiration Date, 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; provided that no representation is made by the Company Stockholderswith respect to information supplied by or related to, or the sufficiency of disclosure related to, Parent, the Purchaser or any Affiliate of Parent or the Purchaser. (b) The Proxy Statement, if any, will not at the time of the mailing of the Proxy Statement to the stockholders of the Company, at the time of the Company Meeting, and at the time of any amendments thereof or supplements thereto, 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; provided, however, provided that notwithstanding the foregoing, no representation or warranty is made by Parent the Company with respect to information supplied by or related to, or the Company sufficiency of disclosures related to, Parent, the Purchaser or any Affiliate of its officersParent or the Purchaser. The Proxy Statement, directorsif any, representatives, agents or employees will comply as to form in writing specifically for inclusion or incorporation by reference in all material respects with the Offer Documents. (b) None requirements of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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 misleadingExchange Act. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty -47- is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The information supplied by OPTA for inclusion in the Schedule 14D-9 and the Offer DocumentsDocuments shall not, when at the respective times the Schedule 14D-9 or the Offer Documents are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to stockholders of OPTA, as the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offercase 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. (c) None of the . The information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly OPTA for inclusion in the proxy statement to be sent to the stockholders of OPTA in connection with the Stockholders’ Meeting or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement willStatement”), on shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first sent mailed to the Company Stockholders or stockholders of OPTA, at the time of the Company Stockholders’ MeetingMeeting and at the Effective Time, contain be false or misleading with respect to 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.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The information supplied by Cxxxx for inclusion in the Offer DocumentsDocuments shall not, when at the respective times the Offer Documents are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to stockholders of Cxxxx, as the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offercase 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. (c) None . The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities law and will not, at the information supplied by Parent, Merger Sub respective times the Schedule 14D-9 is filed with the SEC or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first published, sent or given to stockholders of Cxxxx, as the Company Stockholders or at the time of the Company Stockholders’ Meetingcase 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, except that no representation or warranty is made by Cxxxx with respect to information supplied in writing by Acquiror or Acquisition Subsidiary for inclusion therein. Any proxy statement that is required to be sent to the stockholders of Cxxxx in connection with a Stockholders’ Meeting (as defined in Section 5.3), if required, or any information statement that is required to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall not, at the date the Proxy Statement, if required (or any amendment or supplement thereto), is first mailed to stockholders of Cxxxx, at the time of the Stockholders’ Meeting, if required, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Cxxxx with respect to information supplied in writing by Acquiror or Acquisition Subsidiary for inclusion therein. The Proxy Statement will comply as to form in all material respects with the provisions of applicable federal securities laws.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date filed with the SEC, on the date first published, sent or given to the Company StockholdersCommon Stockholders and at the Acceptance Time, 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 the light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any of its officers, directors, representativesRepresentatives, agents or employees in writing specifically expressly for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representativesRepresentatives, agents or employees in writing expressly for inclusion in the Schedule 14D-9 or the Proxy Statement will, on the date the Schedule 14D-9 or the Proxy Statement, as applicable, is first filed with the SEC, first sent to the Company Common Stockholders or at the expiration date Acceptance Time, in the case of the OfferSchedule 14D-9, or the Effective Time, in the case of the Proxy Statement, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer DocumentsSchedule TO, when filed with the SEC, and the Offer Documents, when distributed or disseminated, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent disseminated or given to the Company StockholdersCompany’s 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically expressly for inclusion or incorporation by reference in the Schedule TO or the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders Company’s stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Proxy Statement will, on the date the Proxy Statement is first sent to the Company Stockholders Company’s 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The Offer Documents, when filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date first published, sent or given to the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically expressly for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offer, 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. (c) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first sent to the Company 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 are made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The information supplied by Xxxxx for inclusion in the Offer DocumentsDocuments shall not, when at the respective times the Offer Documents are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to stockholders of Xxxxx, as the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offercase 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. (c) None . The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities law and will not, at the information supplied by Parent, Merger Sub respective times the Schedule 14D-9 is filed with the SEC or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first published, sent or given to stockholders of Xxxxx, as the Company Stockholders or at the time of the Company Stockholders’ Meetingcase 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, except that no representation or warranty is made by Xxxxx with respect to information supplied in writing by Acquiror or Acquisition Subsidiary for inclusion therein. Any proxy statement that is required to be sent to the stockholders of Xxxxx in connection with a Stockholders’ Meeting (as defined in Section 5.3), if required, or any information statement that is required to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall not, at the date the Proxy Statement, if required (or any amendment or supplement thereto), is first mailed to stockholders of Xxxxx, at the time of the Stockholders’ Meeting, if required, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Xxxxx with respect to information supplied in writing by Acquiror or Acquisition Subsidiary for inclusion therein. The Proxy Statement will comply as to form in all material respects with the provisions of applicable federal securities laws.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) The information supplied by Xxxxx for inclusion in the Offer DocumentsDocuments shall not, when at the respective times the Offer Documents are filed with the SEC, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, on the date SEC or are first published, sent or given to stockholders of Xxxxx, as the Company 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 were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information supplied by the Company or any of its officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Offer Documents. (b) None of the information supplied by Parent, Merger Sub or their officers, directors, representatives, agents or employees expressly for inclusion in the Schedule 14D-9 will, on the date the Schedule 14D-9 is first sent to the Company Stockholders or at the expiration date of the Offercase 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. (c) None . The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities law and will not, at the information supplied by Parent, Merger Sub respective times the Schedule 14D-9 is filed with the SEC or their officers, directors, representatives, agents or employees expressly for inclusion in Proxy Statement will, on the date the Proxy Statement is first published, sent or given to stockholders of Xxxxx, as the Company Stockholders or at the time of the Company Stockholders’ Meetingcase 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, except that no representation or warranty is made by Xxxxx with respect to information supplied in writing by Acquiror or Acquisition Subsidiary for inclusion therein. Any proxy statement that is required to be sent to the stockholders of Xxxxx in connection with a Stockholders’ Meeting (as defined in Section 5.3), if required, or any information statement that is required to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”), shall not, at the date the Proxy Statement, if required (or any amendment or supplement thereto), is first mailed to stockholders of Xxxxx, at the time of the Stockholders’ Meeting, if required, and at the Effective Time, contain any untrue Agreement and Plan of Merger 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, except that no representation or warranty is made by Xxxxx with respect to information supplied in writing by Acquiror or Acquisition Subsidiary for inclusion therein. The Proxy Statement will comply as to form in all material respects with the provisions of applicable federal securities laws.