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

Offer Documents; Schedule 14D-9; Proxy Statement. None of the information supplied by the Company for inclusion in the Offer Documents or provided by the Company in the Schedule 14D-9 will, at the respective times that the Offer Documents and the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC and are first published or sent or given to holders of Shares, 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. Any proxy statement, information statement or similar materials distributed to the Company’s stockholders in connection with the Merger, including any amendments or supplements thereto (the “Proxy Statement”) and the Schedule 14D-9 shall comply in all material respects with applicable federal securities laws and the DGCL, except that no representation is made by the Company with respect to information supplied by Purchaser or Parent for inclusion in the Proxy Statement. The Proxy Statement will not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of any amendment or supplement thereof, 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 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.

Offer Documents; Schedule 14D-9; Proxy Statement. (a) None of the information supplied by the Company for inclusion in the Offer Documents or provided by the Company in the Schedule 14D-9 willshall, at the respective times that the Offer Documents and the Schedule 14D-9 or any amendments or supplements thereto time such documents are filed with the SEC and SEC, at the time they are first published or sent or given mailed to the holders of Shares, and at the time any amendment or supplement thereto is filed with the SEC, contain any untrue statement of a material fact or omit to state any 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 were are made, not misleading. Any proxy statement, information statement or similar materials distributed to the Company’s stockholders in connection with the Merger, including any amendments or supplements thereto (the “Proxy Statement”) and the Schedule 14D-9 shall comply in all material respects with applicable federal securities laws and the DGCL, except that no representation is made by the Company 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 Documents shall comply as to form in all material respects with the 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. The Proxy Statement will notor the Schedule 14D-9 shall, at the date times such documents are filed with the Proxy Statement (or SEC, at the time any amendment or supplement thereto) thereto is first filed with the SEC and, in the case of the Proxy Statement, at the time the Proxy Statement is mailed to stockholders of the Company, Company and at the time of any amendment or supplement thereof, at the time of the Stockholders’ Meeting and at the Effective TimeCompany Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Offer Documents; Schedule 14D-9; Proxy Statement. None Subject to the accuracy of the information supplied by representations and warranties of the Company for inclusion set forth in Section 3.9, neither the Offer Documents nor any information supplied (or provided to be supplied) in writing by the Company or on behalf of Parent or Purchaser for inclusion in the Schedule 14D-9 will, at the respective times that the Offer Documents and Documents, the Schedule 14D-9 14D-9, or any amendments or supplements thereto thereto, are filed with the SEC and or are first published or published, sent or given to holders stockholders of Sharesthe 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 the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in the Proxy Statement (if any) will not, on the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. Any proxy statement, information statement or similar materials distributed to the Company’s stockholders in connection with the Merger, including any amendments or supplements thereto (the “Proxy Statement”) and the Schedule 14D-9 shall comply in all material respects with applicable federal securities laws and the DGCL, except that no representation is made by the Company with respect to information supplied by Purchaser or Parent for inclusion in the Proxy Statement. The Proxy Statement will not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of any amendment or supplement thereof, at the time of the Stockholders’ Company Stockholders Meeting and at the Effective Time(if such a meeting is held), contain any untrue statement of a material fact or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which shall have become false or necessary misleading in order any material respect. The Offer Documents will comply as to make form in all material respects with the statements therein, in light applicable requirements of the circumstances under which they were madeExchange Act. Notwithstanding the foregoing, not misleadingParent and Purchaser make no representation or warranty with respect to any information supplied by or on behalf of the Company for inclusion in any of the foregoing documents.

Offer Documents; Schedule 14D-9; Proxy Statement. None of the information supplied provided by the Company for inclusion or incorporation by reference in (a) the Schedule 14D-9, (b) the Offer Documents Documents, (c) the proxy statement and form of proxies relating to the vote of Company Stockholders with respect to the Merger or provided the information statement to be sent to such Company Stockholders if required by Applicable Law, as appropriate (such proxy statement or information statement, as amended, supplemented or modified, being referred to herein as the Company “Proxy Statement”), and (d) any other document filed or to be filed with the SEC or any other Government Authority in connection with the Schedule 14D-9 Offer or the Merger will, at the respective times that the Offer Documents and the Schedule 14D-9 such documents or any amendments or supplements thereto are filed filed, and, with respect to the SEC Offer Documents and are the Proxy Statement, if any, when first published or published, sent or given to holders the Company Stockholders and, with respect to the Proxy Statement, at the time of Sharesthe Company Stockholders Meeting, will contain any untrue statement of a material fact or omit to state any a 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 statement, information statement or similar materials distributed to The Schedule 14D-9 and the Company’s stockholders in connection with the Merger, including any amendments or supplements thereto (the “Proxy Statement”) , if any, except for statements based on information supplied by Parent and the Schedule 14D-9 shall Merger Sub in writing specifically for inclusion therein, will comply as to form in all material respects with applicable federal securities laws and the DGCLprovisions of the Exchange Act. Without limitation of the foregoing, except that no representation or warranty is made by the Company with respect to information statements made or incorporated by reference therein supplied by Purchaser Parent or Parent Merger Sub or their Representatives expressly for inclusion or incorporation by reference in the Schedule 14D-9 or the Proxy Statement. The Proxy Statement will not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of the Company, at the time of any amendment or supplement thereof, 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 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.