Common use of Proxy Statement; Registration Statement; Other Information Clause in Contracts

Proxy Statement; Registration Statement; Other Information. None of the information with respect to Company or its Subsidiaries to be included in the Proxy Statement or the Registration Statement will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Special Meeting, or, in the case of the Registration Statement, at the time it becomes effective or at the time of any post-effective amendment, 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 Company with respect to information supplied in writing by Parent or any Affiliate of Parent 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.

Proxy Statement; Registration Statement; Other Information. None of the information with respect to Company Parent or its Significant Subsidiaries to be included in the Proxy Statement or the Registration Statement will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Special Meeting, or, in the case of the Registration Statement, at the time it becomes effective or at the time of any post-effective amendment, 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 Company Parent or Merger Sub with respect to information supplied in writing by Parent Company or any Affiliate of Parent Company specifically for inclusion in the Proxy Statement or the Registration Statement. The Each of the Proxy Statement and the Registration Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Proxy Statement; Registration Statement; Other Information. None of the information supplied by Parent with respect to Company Parent or its Subsidiaries to be included in the Proxy Statement or the Registration Statement will, in the case of the Proxy Statement or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Company Special Stockholders Meeting, or, in the case of the Registration StatementStatement or any amendments thereto, at the time it becomes effective or at the time of any post-effective amendmentthey become effective, 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 . No representation is made by Company Parent with respect to information supplied in writing by Parent the Company or any Affiliate affiliate of Parent the Company specifically for inclusion in the Proxy Statement or Registration Statement. The Proxy Registration Statement will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations promulgated thereunder.