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

Offer Documents; Schedule 14D-9. (a) None of the Offer Documents, will, at the time such documents are filed with the SEC, at the time they are mailed to the holders of Offer Securities 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 a material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in the light of the circumstances under which they are made, not false or misleading or necessary in order to correct any statement or omission of a material fact in any earlier communication with respect to such Offer Documents that has become false or misleading. Notwithstanding the foregoing, no representation is made by Parent or Buyer with respect to information supplied by or on behalf of the Company or any Affiliate of the Company specifically for inclusion in the Offer Documents. The Offer Documents will, at the time such documents are filed with the SEC, at the time the Offer Documents are mailed to the holders of Offer Securities, 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 rules and regulations promulgated thereunder. (b) The information with respect to Parent, Buyer and any of their Affiliates that Parent or Buyer supplies to the Company for use in any Company Disclosure Document 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, at the time and in the light of the circumstances under which they are made, not false or misleading or necessary in order to correct any statement or omission of a material fact in any earlier communication with respect to such Offer Documents that has become false or misleading at the time of the filing of such Offer Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.

Offer Documents; Schedule 14D-9. (a) None of the The Offer Documents, willDocuments will not, at the time times such documents are filed with the SEC, at the time they SEC and are mailed to stockholders of the holders of Offer Securities and at the time any amendment or supplement thereto is filed with the SECCompany, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in the light of the circumstances under which they are made, not false or misleading or necessary in order to correct any statement or omission of a material fact in any earlier communication with respect to such Offer Documents that has become false or misleading. Notwithstanding the foregoing, no representation or warranty is made by the Parent or Buyer with respect to information supplied in writing by or on behalf of the Company or any Affiliate of the Company specifically expressly for inclusion in the Offer Documents. The Offer Documents will, at the time such documents the Offer Documents are filed with the SEC, at the time the Offer Documents they are mailed to the holders stockholders of Offer Securitiesthe 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 applicable provisions of the Exchange Act and the rules and regulations promulgated of the SEC thereunder. (b) None of the information supplied or to be supplied by or on behalf of the Parent or any Affiliate of the Parent for inclusion in the Schedule 14D-9 will, at the times such document 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. (c) The information with respect to Parent, Buyer supplied by Parent and any of their Affiliates that Parent or Buyer supplies to Merger Sub expressly for inclusion in the Company for use in any Company Disclosure Document Proxy Statement will not contain at the time the Company Proxy Statement is first mailed to stockholders of the Company, or at the time of the Company Stockholders Meeting, 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, at the time and in the light of the circumstances under which they are were made, not false misleading. Notwithstanding the foregoing, Parent and Merger Sub make no representation or misleading or necessary in order to correct any statement or omission of a material fact in any earlier communication warranty with respect to such Offer Documents that has become false any information supplied in writing by or misleading at the time on behalf of the filing of such Offer Documents Company that is contained in the Company Proxy Statement or any amendment or supplement or amendment thereto and at the time of any distribution or dissemination thereofthereto.

Offer Documents; Schedule 14D-9. (a) None of the Offer Documents, will, at the time such documents are filed with the SEC, at the time they are mailed to the holders of Offer Securities 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 a material fact required to be stated therein or necessary in order to make the statements made therein, at the time and in the light of the circumstances under which they are made, not false or misleading or necessary in order to correct any statement or omission of a material fact in any earlier communication with respect to such Offer Documents that has become false or misleading. Notwithstanding the foregoing, no representation is made by Parent or Buyer with respect to information supplied by or on behalf of the Company or any Affiliate of the Company specifically for inclusion in the Offer Documents. The Offer Documents will, at the time such documents are filed with the SEC, at the time the Offer Documents are mailed to the holders of Offer SecuritiesShares, 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 rules and regulations promulgated thereunder. (b) The information with respect to Parent, Buyer and any of their Affiliates that Parent or Buyer supplies to the Company for use in any Company Disclosure Document 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, at in the time and light of the circumstances under which they were made, not misleading or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading or necessary in order to correct any statement or omission of a material fact in any earlier communication with respect to such Offer Documents that has become false or misleading at the time of the filing of such Offer Documents Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.