Common use of Proxy Statement and Registration Statement Clause in Contracts

Proxy Statement and Registration Statement. None of the information provided by the Company and/or by its auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Registration Statement will, on the date it is declared effective, on the date first published, sent or given to the Company's stockholders and on the date of the Stockholders Meeting, 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 therein, in light of the circumstances under which they were made, not misleading. The Proxy Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials will comply in all material respects with the provisions of the Exchange Act and any other applicable law.

Proxy Statement and Registration Statement. None of the information provided by the Company Parent or Acquisition Sub and/or by its their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Registration Proxy Statement will, on the date it the Proxy Statement is declared effective, on the date first published, sent or given to the Company's stockholders and stockholders, on the date of the Stockholders Meeting, 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 therein, in light of the circumstances under which they were made, not misleading. The Proxy Materials distributed to the Company's stockholders in connection with the MergerRegistration Statement, including any amendments or supplements thereto, will not, at the time declared effective, at the time mailed to the Company's stockholders, at the time of the Stockholders' 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. Notwithstanding the foregoing, the Company neither Parent nor Acquisition Sub makes no any representation or warranty with respect to any information provided by Parent, Acquisition Sub the Company and/or by their its auditors, legal counsel, financial advisors advisors, or other consultants or advisors specifically for use in the Proxy MaterialsRegistration Statement. The Proxy Materials Registration Statement will comply in all material respects with the provisions of the Exchange Securities Act and any other applicable law.

Proxy Statement and Registration Statement. None of the information provided supplied or to be supplied by the Company and/or for inclusion or incorporation by its auditorsreference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of Parent Shares in the Merger (the “Registration Statement”) will, legal counselat the time the Registration Statement is filed with the SEC, financial advisors at any time it is amended or other consultants supplemented or advisors specifically at the time it becomes effective under the Securities Act, 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 not misleading. None of the information supplied or to be supplied by the Company for use inclusion or incorporation by reference in the proxy statement/prospectus included in the Registration Statement will(the “Proxy Statement/Prospectus”), on the date it is declared effective, on first mailed to holders of Company Common Stock or at the date first published, sent or given to the Company's stockholders and on the date time of the Stockholders Company Shareholders Meeting, as the case may be, 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 were made, not misleading. The Proxy Materials distributed to the Company's stockholders in connection with the Merger, including any amendments or supplements thereto, will not, at the time mailed to the Company's stockholders, at the time of the 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information provided by Parent, Acquisition Sub and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Proxy Materials. The Proxy Materials Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and any other applicable lawAct.