Common use of Proxy Statement; Other Information Clause in Contracts

Proxy Statement; Other Information. The proxy statement (including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders of the Company will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders of the Company or at the time of the Company 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. The Company will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by Parent, Merger Sub or any of their affiliates or advisors specifically for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholdersstockholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders stockholders of the Company will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company 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. The Company will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by Parent, Merger Sub or any of their affiliates or advisors specifically for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholdersstockholders, notice of meeting and form of proxy, as each may be amended or supplemented, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders of the Company Stockholder Approval will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company 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. The Company will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filingthereto. No representation is made by the Company with respect to statements made in the Proxy Statement based on information suppliedsupplied in writing, or required to be supplied (but that was not supplied), by or on behalf of Parent, Merger Sub or any of their affiliates or advisors Affiliates specifically for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including None of the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) information provided by Parent or Merger Sub to be filed by included in the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders Proxy Statement will, as of the Company will not, date of its filing and as of the date of each amendment or supplement thereto (as so amended or supplemented) (i) at the time it is filed with the SEC, or at the time it is first mailed to the shareholders of the Company mailing of the Proxy Statement or any amendments or supplements thereto and (ii) at the time of the Company 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. The Company will cause misleading or, at the Proxy Statement to comply as to form in all material respects with the requirements time of the Exchange Act applicable thereto as Company Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the date of such filingCompany Meeting which shall have become false or misleading in any material respect. No Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation is made or warranty with respect to the information supplied by the Company with respect to statements made or the Company Subsidiaries or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement based on information supplied, or required to be supplied, by Parent, Merger Sub or any of their affiliates or advisors specifically for inclusion or incorporation by reference thereinrelated filing.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholdersstockholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders stockholders of the Company will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company 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. The Company will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by Parent, Merger Sub or any of their affiliates or advisors specifically for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The Subject to the last sentence of this Section 4.6, the proxy statement (including the letter to shareholdersstockholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders stockholders of the Company and the Transaction Statement on Schedule 13E-3 to be filed with the SEC with respect to the Merger (the “Schedule 13E-3”) will not, at the time it is respective times when such are filed with the SEC, SEC or at the time it is are first mailed to the shareholders stockholders of the Company Company, as the case may be, or at the time of the Company Meeting, 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. The Company will cause the Proxy Statement to and the Schedule 13E-3 will each comply as to form in all material respects as of the date of its first use with the requirements of the Exchange Act applicable thereto as of the date of such filingAct. No representation is made by the Company with respect to statements made in the Proxy Statement or the Schedule 13E-3 based on information supplied, or required to be supplied, by or on behalf of Parent, Merger Sub or any of their affiliates or advisors specifically Affiliates for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholdersstockholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders stockholders of the Company will shall not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company Meeting, and at the time of any amendments or supplements thereto, 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. The Company will shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, supplied by Parent, Merger Sub or any of their affiliates or advisors respective Affiliates specifically for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholders, notice of meeting and form of proxyproxy and any other document of the Company incorporated by reference therein, as each may be amended or supplemented, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders of the Company (including any amendments or supplements thereto and any other document of the Company incorporated by reference therein) will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders of the Company or at the time of the Company 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. The Company will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by or on behalf of Parent, Merger Sub or any of their affiliates or advisors Affiliates specifically for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption Company Stockholder Approval (including the letter to stockholders, notice of this Agreement by meeting and form of proxy, as each may be amended or supplemented, the shareholders of the Company “Proxy Statement”) will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company 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. The Company will cause the Proxy Statement to will comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by or on behalf of Parent, Merger Sub or any of their affiliates or advisors Affiliates specifically for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders None of the Company will notinformation supplied by or on behalf of Parent, Merger Sub or any of their Affiliates for inclusion or incorporation by reference in the Proxy Statement will, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company MeetingMeeting (or any adjournment or postponement thereof), as amended or supplemented at that time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Proxy Statement or necessary in order to make the statements thereinin the Proxy Statement, in the light of the circumstances under which they are made, not misleading. The Company will cause the Proxy Statement to comply as to form representations and warranties contained in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No this Section 4.4 shall not apply to, and no representation is made by the Company Parent or Merger Sub with respect to to, statements made or omissions included or incorporated by reference in the Proxy Statement based on upon information supplied, or required to be supplied, by Parent, Merger Sub or on behalf of the Company or any of their affiliates or advisors specifically its Representatives for inclusion inclusion, use or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholdersstockholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders stockholders of the Company will not, at the time it is filed with the SECSEC in definitive form, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company 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. The Company will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by Parent, Merger Sub or any of their affiliates or advisors specifically for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders None of the Company will notinformation supplied by or on behalf of Parent, Merger Sub or Guarantor in writing and specifically for inclusion in the Proxy Statement will, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or 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 in the Proxy Statement or necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they are were made, not misleading. The Company will cause the Proxy Statement to comply as to form representations and warranties contained in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No this Section 5.4 shall not apply to, and no representation is made by the Company Parent or Merger Sub with respect to to, statements made or omissions included or incorporated by reference in the Proxy Statement based on upon information supplied, or required to be supplied, by Parent, Merger Sub or on behalf of the Company or any of their affiliates or advisors specifically its Representatives for inclusion inclusion, use or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholdersstockholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders stockholders of the Company will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company 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. The Company will cause the Proxy Statement to will comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of and the date of such filingrules and regulations promulgated thereunder. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by or on behalf of Parent, Merger Sub or any of their affiliates or advisors specifically Affiliates for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption Company Stockholder Approval (including the letter to stockholders, notice of this Agreement by meeting and form of proxy, as each may be amended or supplemented, the shareholders of the Company “Proxy Statement”) will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or at the time of the Company 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. The Company will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by or on behalf of Parent, Merger Sub or any of their affiliates or advisors specifically Affiliates for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption Company Stockholder Approval (including the letter to stockholders, notice of this Agreement by meeting and form of proxy, as each may be amended or supplemented, the shareholders of the Company “Proxy Statement”) will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or and at the time of the Company 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. The Company will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filingthereto. No representation is made by the Company with respect to statements made in the Proxy Statement based on information suppliedsupplied in writing, or required to be supplied (but that was not supplied), by or on behalf of Parent, Merger Sub or any of their affiliates or advisors specifically Affiliates for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement to be filed by the Company with the SEC in connection with seeking the approval by the shareholders of the Company of the adoption of this Agreement (including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders of the Company will not, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders of the Company or and at the time of the Company 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. The Company will cause the Proxy Statement to comply as to form in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No representation is made by the Company with respect to statements made in the Proxy Statement based on information supplied, or required to be supplied, by or on behalf of Parent, Merger Sub or any of their affiliates or advisors specifically Affiliates for inclusion or incorporation by reference therein.

Proxy Statement; Other Information. The proxy statement (including the letter to shareholders, notice of meeting and form of proxy, the “Proxy Statement”) to be filed by the Company with the SEC in connection with seeking the adoption of this Agreement by the shareholders None of the Company will notinformation supplied by or on behalf of Parent, Merger Sub or Guarantor for inclusion or incorporation by reference in the Proxy Statement will, at the time it is filed with the SEC, or at the time it is first mailed to the shareholders stockholders of the Company or 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 in the Proxy Statement or necessary in order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they are were made, not misleading. The Company will cause the Proxy Statement to comply as to form representations and warranties contained in all material respects with the requirements of the Exchange Act applicable thereto as of the date of such filing. No this Section 5.4 shall not apply to, and no representation is made by the Company Parent or Merger Sub with respect to to, statements made or omissions included or incorporated by reference in the Proxy Statement based on upon information supplied, or required to be supplied, by Parent, Merger Sub or on behalf of the Company or any of their affiliates or advisors specifically its Representatives for inclusion inclusion, use or incorporation by reference therein.