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 the Company or its Subsidiaries to be included in the Proxy Statement (as defined herein) or the Registration Statement (as defined herein) 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 Stockholders Meeting (as defined herein), or, in the case of the Registration Statement or any amendments thereto, at the time it or they 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. No representation is made by the 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. The letters 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; Registration 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 herein) or the Registration Statement (as defined herein) willbelow), in the case of the Proxy Statement or any amendments amendment thereof or supplements supplement thereto, at the time of date mailed to the mailing of the Proxy Statement or any amendments or supplements thereto, Company's stockholders and at the time of the Company Stockholders Meeting Meeting, will not 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, except that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub in writing for inclusion in the Proxy Statement. None of the information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined hereinin Section 5.3(a)(i)), or, in the case of the Registration Statement or any amendments amendment thereof or supplement thereto, will, at the date it becomes effective and at the time it or they become effectiveof 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 are made, not misleading. No representation is made by the 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. The letters 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; Registration Statement; Other Information. None of the information with respect to the Company or its Subsidiaries to be included in the Proxy Statement (as defined herein) or the The Registration Statement (as defined herein) willStatement, in the case of the Proxy Statement or any amendments amendment thereof or supplements supplement thereto, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, date it becomes effective and at the time of the Company Stockholders Meeting (as defined herein)Meeting, orwill not 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 the case light of the circumstances under which they are made, not misleading, except that no representation is made by Parent or Merger Sub with respect to statements made therein based on information supplied by the Company in writing for inclusion in the Registration Statement. None of the information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement or any amendments theretowill, at the date mailed to the Company's stockholders and at the time it or they become effectiveof 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 are made, not misleading. No representation is made by the Company with respect to information supplied in writing by Parent or any affiliate of Parent specifically for inclusion in the Proxy 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. The letters 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; Registration Statement; Other Information. None of the information The material, information, financial statements and exhibits, taken as a whole, with respect to the Company Parent or its Subsidiaries to be included (i) for inclusion in the Proxy Statement (as defined herein) or the Registration Statement or (as defined hereinii) willsupplied in writing by Parent to the Company (and its legal counsel and accounting advisors) for inclusion in the Information Statement, will not, in the case of the Proxy Statement and the Information Statement, or any amendments thereof or supplements thereto, at the time of the mailing of the Proxy Statement or Information Statement, or any amendments or supplements thereto, and at the time of the Company Stockholders Meeting (as defined herein)Parent Special Meeting, or, in the case of the Registration Statement or any amendments theretoStatement, at the time it becomes effective or they become effectiveat the effective 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. No , except that no representation is made by the Company Parent or Merger Subsidiary with respect to information supplied in writing by Parent the Company or any affiliate of Parent the Company specifically for inclusion in the Proxy Statement or the Registration Statement. The Each of the Proxy Statement and Registration Statement (as it relates to Parent) will comply as to form and content in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The letters to stockholdersSecurities Act, 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 Statementapplicable."