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

Offer Documents; Schedule 14D-9. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents will, when filed with the SEC, when distributed or disseminated to holders of Shares and Preferred Shares and at the Expiration Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Company to such portions thereof that relate to Parent and its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent for inclusion or incorporation by reference therein). The Schedule 14D-9 (and any amendment or supplement thereto), will not, when filed with the SEC, at the time of distribution or dissemination thereof to the stockholders of the Company, 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 therein, in light of the circumstances under which they are made, not misleading (except that make no representation or warranty is made by the Company with respect to such portions thereof that relate expressly to Parent and its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent for inclusion or incorporation by reference therein). The Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Law.

Offer Documents; Schedule 14D-9. (a) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents will, when at the time such documents are filed with the SEC, when distributed or disseminated at the time they are mailed to the holders of Shares and Preferred Shares and Shares, or at the Expiration Datetime any amendment or supplement thereto is filed with the SEC, 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 the light of the circumstances in under which they are made, not misleading (except that misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company Parent or Purchaser with respect to such portions thereof that relate to Parent and its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent the Company or any Affiliate of the Company in writing specifically for inclusion or incorporation by reference therein)in the Offer Documents. The Schedule 14D-9 (and any amendment or supplement thereto)Offer Documents will, will not, when at the time such documents are filed with the SEC, at the time of distribution or dissemination thereof the Offer Documents are mailed to the stockholders holders of the CompanyShares, and at the Expiration Datetime 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 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 in writing specifically for inclusion in the Schedule 14D-9 will, at the time it is filed with the SEC or, 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 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 (except that make no representation or warranty is made by the Company with respect to such portions thereof that relate expressly to Parent and its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent for inclusion or incorporation by reference therein). The Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Lawmisleading.