Common use of Proxy Statement and Other Required Company Filings Clause in Contracts

Proxy Statement and Other Required Company Filings. (a) The preliminary and definitive proxy statements to be filed by the Company with the SEC (as amended or supplemented, the “Proxy Statement”) as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger (each, a “Other Required Company Filing” and collectively, the “Other Required Company Filings”) shall not, on each relevant filing date, on the date of mailing to the Company Stockholders 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Newco or Merger Sub or any of their Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement. (b) The information supplied by the Company or any of its directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Newco Filings will not, at the time the applicable Other Required Newco Filing 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 light of the circumstances under which they are made, not misleading.

Proxy Statement and Other Required Company Filings. (a) The preliminary proxy statement, letter to stockholders, notice of meeting and definitive form of proxy statements accompanying the proxy statement that will be provided to be filed by the Company Stockholders in connection with the SEC solicitation of proxies for use at the Company Stockholder Meeting (collectively, as amended or supplemented, the “Proxy Statement”) ), as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger (each, a an “Other Required Company Filing” and collectively, the “Other Required Company Filings”) shall will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement will not, on each relevant filing dateat the time the Proxy Statement is filed with the SEC, on at the date of mailing time the Proxy Statement is first sent to the Company Stockholders and or at the time of the Company Stockholders Stockholder 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding provided, however, that notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to any information supplied by Newco Parent or Merger Sub or any of their Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement. (b) The information supplied by the Company or any of its directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in any . None of the Other Required Newco Company Filings will notwill, at the time the applicable Other Required Newco Filing is when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub or any of their respective Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Company Filings.

Proxy Statement and Other Required Company Filings. (a) The preliminary proxy statement, letter to stockholders, notice of meeting and definitive form of proxy statements accompanying the proxy statement that will be provided to be filed by the Company Stockholders in connection with the SEC solicitation of proxies for use at the Company Stockholder Meeting (collectively, as amended or supplemented, the “Proxy Statement”) ), as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger (each, a an “Other Required Company Filing” and collectively, the “Other Required Company Filings”) shall will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement will not, on each relevant filing dateat the time the Proxy Statement is filed with the SEC, on at the date of mailing time the Proxy Statement is first sent to the Company Stockholders and or at the time of the Company Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to be stated in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding provided, however, that notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to any information supplied by Newco Parent or Merger Sub or any of their Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives specifically for inclusion or incorporation by reference in the Proxy Statement. (b) The information supplied by the Company or any of its directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in any . None of the Other Required Newco Company Filings will notwill, at the time the applicable Other Required Newco Filing is when 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 to be stated in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub or any of their respective Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives specifically for inclusion or incorporation by reference in any of the Other Required Company Filings.

Proxy Statement and Other Required Company Filings. (a) The preliminary proxy statement, letter to stockholders, notice of meeting and definitive form of proxy statements accompanying the proxy statement that will be provided to be filed by the Company Stockholders in connection with the SEC solicitation of proxies for use at the Company Stockholder Meeting (collectively, as amended or supplemented, the “"Proxy Statement”) "), as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger (each, a “"Other Required Company Filing” " and collectively, the “"Other Required Company Filings”") shall will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement will not, on each relevant filing dateat the time the Proxy Statement is filed with the SEC, on at the date of mailing time the Proxy Statement is first sent to the Company Stockholders and or at the time of the Company Stockholders Stockholder 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding provided, however, that notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to any information supplied by Newco Parent or Merger Sub or any of their Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement. (b) The information supplied by the Company or any of its directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in any . None of the Other Required Newco Company Filings will notwill, at the time the applicable Other Required Newco Filing is when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub or any of their respective Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Company Filings.

Proxy Statement and Other Required Company Filings. (a) The preliminary proxy statement, letter to stockholders, notice of meeting and definitive form of proxy statements accompanying the proxy statement that will be provided to be filed by the Company Stockholders in connection with the SEC solicitation of proxies for use at the Company Stockholder Meeting (collectively, as amended or supplemented, the “Proxy Statement”) ), as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger (each, a “Other Required Company Filing” and collectively, the “Other Required Company Filings”) shall will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement will not, on each relevant filing dateat the time the Proxy Statement is filed with the SEC, on at the date of mailing time the Proxy Statement is first sent to the Company Stockholders and or at the time of the Company Stockholders Stockholder 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding provided, however, that notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to any information supplied by Newco or Merger Sub or any of their Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement. None of the Other Required Company Filings will, when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by Newco or Merger Sub or any of their respective Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Company Filings. (b) The information supplied by the Company or any of its directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Newco Filings will not, at the time the applicable Other Required Newco Filing 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 light of the circumstances under which they are made, not misleading.

Proxy Statement and Other Required Company Filings. (a) The preliminary proxy statement, letter to stockholders, notice of meeting and definitive form of proxy statements accompanying the proxy statement that will be provided to be filed by the Company Stockholders in connection with the SEC solicitation of proxies for use at the Company Stockholder Meeting (collectively, as amended or supplemented, the “Proxy Statement”) ), as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger (each, a “Other Required Company Filing” and collectively, the “Other Required Company Filings”) shall will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement will not, on each relevant filing dateat the time the Proxy Statement is filed with the SEC, on at the date of mailing time the Proxy Statement is first sent to the Company Stockholders and or at the time of the Company Stockholders Stockholder 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding provided, however, that, notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to any information supplied by Newco Parent or Merger Sub or any of their Affiliates, partners, members, stockholders, respective directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement. None of the Other Required Company Filings will, when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub or any of their respective directors, officers, employees, Affiliates, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Company Filings. (b) The information supplied by the Company or any of its directors, officers, employees, affiliatesAffiliates, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Newco Parent Filings will not, at the time the applicable Other Required Newco Parent Filing 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 light of the circumstances under which they are made, not misleading.

Proxy Statement and Other Required Company Filings. (a) The preliminary proxy statement, letter to stockholders, notice of meeting and definitive form of proxy statements accompanying the proxy statement that will be provided to be filed by the Company Stockholders in connection with the SEC solicitation of proxies for use at the Company Stockholder Meeting (collectively, as amended or supplemented, the “Proxy Statement”) ), as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger (each, a “Other Required Company Filing” and collectively, the “Other Required Company Filings”) shall will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement will not, on each relevant filing dateat the time the Proxy Statement is filed with the SEC, on at the date of mailing time the Proxy Statement is first sent to the Company Stockholders and or at the time of the Company Stockholders Stockholder 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding provided, however, that notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to any information supplied by Newco Parent or Merger Sub or any of their Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement. (b) The information supplied by the Company or any of its directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in any . None of the Other Required Newco Company Filings will notwill, at the time the applicable Other Required Newco Filing is when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub or any of their respective Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Company Filings.

Proxy Statement and Other Required Company Filings. (a) The preliminary proxy statement, letter to stockholders, notice of meeting and definitive form of proxy statements accompanying the proxy statement that will be provided to be filed by the Company Stockholders in connection with the SEC solicitation of proxies for use at the Company Stockholder Meeting, which shall include as an item on which the Company Stockholders will vote, the approval of this Agreement and the Merger, and the solicitation of proxies with respect thereto (collectively, as amended or supplemented, the “Proxy Statement”) ), as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger (each, a an “Other Required Company Filing” and collectively, the “Other Required Company Filings”) shall will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement will not, on each relevant filing dateat the time the Proxy Statement is filed with the SEC, on at the date of mailing time the Proxy Statement is first sent to the Company Stockholders and or at the time of the Company Stockholders Stockholder 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding provided, however, that notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to any information supplied by Newco Parent or Merger Sub or any of their Affiliates, partners, members, stockholders, directors, officers, employees, agents or other representatives Representatives for inclusion or incorporation by reference in the Proxy Statement. None of the Other Required Company Filings will, when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub or any of their respective Affiliates, partners, members, stockholders, directors, officers, employees, agents or other Representatives for inclusion or incorporation by reference in any of the Other Required Company Filings. (b) The information supplied by the Company or any of its directors, officers, employees, affiliates, agents or other representatives Representatives for inclusion or incorporation by reference in any of the Other Required Newco Parent Filings will not, at the time the applicable Other Required Newco Parent Filing 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 light of the circumstances under which they are made, not misleading.

Proxy Statement and Other Required Company Filings. (a) The preliminary proxy statement, letter to stockholders, notice of meeting and definitive form of proxy statements accompanying the proxy statement that will be provided to be filed by the Company Stockholders in connection with the SEC solicitation of proxies for use at the Company Stockholder Meeting (collectively, as amended or supplemented, the “Proxy Statement”) ), as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger transactions contemplated by this Agreement (each, a “Other Required Company Filing” and collectively, the “Other Required Company Filings”) shall will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement will not, on each relevant filing dateat the time the Proxy Statement is filed with the SEC, on at the date of mailing time the Proxy Statement is first sent to the Company Stockholders and or at the time of the Company Stockholders Stockholder 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 false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding provided, however, that notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to any information supplied by Newco or Merger Sub Elevation or any of their Affiliates, its partners, members, stockholders, directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement. None of the Other Required Company Filings will, when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied by Elevation or any of its partners, members, stockholders, directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Company Filings. (b) The information supplied by the Company or any of its directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Newco Elevation Filings will not, at the time the applicable Other Required Newco Elevation Filing 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 light of the circumstances under which they are made, not misleading.

Proxy Statement and Other Required Company Filings. (a) The preliminary proxy statement, letter to stockholders, notice of meeting and definitive form of proxy statements accompanying the proxy statement that will be provided to be filed by the Company Stockholders in connection with the SEC solicitation of proxies for use at the Company Stockholder Meeting (collectively, as amended or supplemented, the “Proxy Statement”) ), as well as any other document that is required to be filed by the Company with the SEC in connection with the Merger Company Stockholder Meeting and the solicitation of proxies for use thereat (each, a an “Other Required Company Filing” and collectively, the “Other Required Company Filings”) shall notwill, on each relevant filing datewhen filed with the SEC, on comply as to form in all material respects with the date applicable requirements of mailing the Exchange Act and all other applicable Laws. The Proxy Statement will not contain any statement which, at the time the Proxy Statement is filed with the SEC, at the time the Proxy Statement is first sent to the Company Stockholders and or at the time of the Company Stockholders Stockholder Meeting, contain and in the light of the circumstances under which it is made, is false or misleading with respect to any untrue statement of a 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 therein, in light of the circumstances under which they are made, therein not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies a proxy for the Company Stockholders Meeting same meeting or subject matter which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing; provided, the Company makes however, that no representation or warranty is made by the Company with respect to any information supplied by Newco Parent or Merger Acquisition Sub or any of their Affiliates, partners, members, stockholders, directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in the Proxy Statement. (b) The . None of the Other Required Company Filings will contain any statement which, when filed with the SEC, and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by the Company Parent or Acquisition Sub or any of its their respective directors, officers, employees, affiliates, agents or other representatives for inclusion or incorporation by reference in any of the Other Required Newco Filings will not, at the time the applicable Other Required Newco Filing 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 light of the circumstances under which they are made, not misleadingCompany Filings.