Common use of Proxy Statement; Other Information Clause in Contracts

Proxy Statement; Other Information. None of the information with respect to the Company or its Subsidiaries to be included in the Proxy Statement (as defined below) will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, 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 were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by Newco or any Affiliate of Newco specifically for inclusion in the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The letter to stockholders, notice of meeting, proxy statement and form of proxy to be distributed to stockholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement."

Proxy Statement; Other Information. None of the information with respect to provided by the Company or its Subsidiaries to be included in the Proxy Statement will (as defined belowa) willat the time of filing with the SEC, (b) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, thereto and (c) 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 were made, not misleading. The Proxy Statement, except that no representation is made by the Company with respect as to information supplied in writing by Newco or any Affiliate of Newco specifically for inclusion in the Proxy Statement. The Proxy Statement Company, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunderAct. The letter to stockholdersshareholders, notice of meeting, proxy statement (including any amendments and supplements thereto) and form of proxy to be filed with the SEC and distributed to stockholders shareholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "“Proxy Statement."” Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement.

Proxy Statement; Other Information. None of the information with respect to provided by the Company or its Subsidiaries Representatives to be included in the Proxy Statement will (as defined belowi) will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, 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 were made, not misleading. The Proxy Statement, except that no representation is made by the Company with respect as to information supplied in writing by Newco or any Affiliate of Newco specifically for inclusion in the Proxy Statement. The Proxy Statement Company, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, the rules of NASDAQ, and applicable Laws. The letter to stockholders, notice of meeting, proxy statement and form forms of proxy to be distributed to stockholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "“Proxy Statement."” Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement.

Proxy Statement; Other Information. None of the information with respect to the Company or its Subsidiaries to be included in the The Proxy Statement (as defined below) will, will not at the time of the mailing of the Proxy Statement or any amendments or supplements theretoto the shareholders of the Company, and at the time of the Company Meeting, and at the time of any amendments thereof 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 were made, not misleading, except ; provided that no representation is made by the Company with respect to information supplied in writing by Newco or related to or the sufficiency of disclosures related to, Parent, Merger Sub or any Affiliate of Newco specifically for inclusion in the Proxy StatementParent or Merger Sub. The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunderAct. The letter to stockholdersshareholders, notice of meeting, proxy statement and form statement, forms of proxy and any other soliciting materials to be distributed to stockholders shareholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith with seeking the adoption and approval of this Agreement are collectively referred to herein as the "“Proxy Statement."”

Proxy Statement; Other Information. None of the information with respect to the Company or its Subsidiaries to be included in the The Proxy Statement (as defined below) will, will not at the time of the mailing of the Proxy Statement or any amendments or supplements theretoto the shareholders of the Company, and at the time of the Company Meeting, and at the time of any amendments thereof 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 were made, not misleading, except ; provided that no representation is made by the Company with respect to information supplied in writing by Newco by, or the sufficiency of disclosures related to, Parent, Merger Sub or any Affiliate of Newco specifically for inclusion in the Proxy StatementParent or Merger Sub. The Proxy Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunderAct. The letter to stockholdersshareholders, notice of meeting, proxy statement and form statement, forms of proxy and any other soliciting materials to be distributed to stockholders shareholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith with seeking the adoption and approval of this Agreement are collectively referred to herein as the "“Proxy Statement."”

Proxy Statement; Other Information. None of the information with respect to provided by the Company or its Subsidiaries to be included in the Proxy Statement will (as defined belowa) will, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, thereto and (b) 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 were made, not misleading. The Proxy Statement, except that no representation is made by the Company with respect as to information supplied in writing by Newco or any Affiliate of Newco specifically for inclusion in the Proxy Statement. The Proxy Statement Company, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunderAct. The letter to stockholders, notice of meeting, proxy statement and form statement, forms of proxy to be distributed to stockholders in connection with the Merger and any schedules and, if required or deemed advisable by Parent, to be filed under the Exchange Act, Schedule 13E-3 to be filed by the Company with the SEC in connection therewith are collectively referred to herein as the "Proxy Statement."" Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement.

Proxy Statement; Other Information. None of the information with respect to the Company or its Subsidiaries to be included in the Proxy Statement will (a) at the time of filing the definitive Proxy Statement, as defined belowsupplemented, if applicable, with the SEC, (b) will, at the time of the mailing of the Proxy Statement Statement, as amended or any amendments or supplements theretosupplemented, if applicable and (c) 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 were made, not misleading. The Proxy Statement, except that no representation is made as amended or supplemented, and any other documents to be filed by the Company with respect to information supplied the SEC in writing by Newco or any Affiliate of Newco specifically for inclusion in connection with the Proxy Statement. The Proxy Statement Transactions, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunderAct. The letter to stockholdersshareholders, notice of meeting, proxy statement (including any amendments and supplements thereto) and form of proxy to be filed with the SEC and distributed to stockholders shareholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "“Proxy Statement”. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives in writing specifically for inclusion in the Proxy Statement."